THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO
                         RULE 901(D) OF REGULATION S-T

As filed with the Securities and Exchange Commission on March 30, 1994

                                                 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)

                             EXECUTIVE THRIFT 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 of
Securities to         Amount to be Offering Price Aggregate      Registration
be Registered         Registered   Per Unit       Offering Price Fee

Deferred Compensation   $5,000,000   N.A.         $5,000,000     $1,724.13
Obligations
________________________________________________________________________________
________________________________________________________________________________

                                    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(a) 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.

          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 Executive Thrift
Plan (the "Plan").  The Plan is filed as Exhibit 4 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 a select group of management and highly compensated employees.
The Plan is a nonqualified deferred compensation program allowing deferral of
income in excess of limits applicable to plans qualified under Section 401(a) of
the Internal Revenue Code.  Because of restrictions imposed by ERISA, the Plan
is unfunded.

          The Plan is related to the Old Kent Thrift Plan, a qualified 401(k)
plan (the "Qualified Plan").  It is designed to provide to highly compensated
and management employees substantially the same benefits as such employees would



                                      -2-
have received through participation in the Qualified Plan, but for the
limitations imposed by ERISA and the Internal Revenue Code.  The Plan permits
each Participant, before each year begins, to elect irrevocably to defer up to
16% of compensation, reduced by all pre-tax contributions made under the
Qualified Plan.  Matching credits are made by the Registrant or any of its
subsidiaries employing one or more Participants in the Plan (individually
referred to as a "Participating Employer").  Matching credits will accrue on
amounts deferred under the Plan at the same rate as in the Qualified Plan,
reduced by all matching contributions credited to the Participant under the
Qualified Plan.  Each Participant's benefit under the Plan, therefore, will be
the sum of the Participant's elective deferrals, matching credits, and earnings
credits.

          A Participant's benefit will be payable upon termination of employment
with the Participating Employer 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's employment terminates.

          The Plan operates through accounting entries on the Registrant's
books.  The Registrant establishes an account for each Participant.  Each
Participant's elective deferral and the Participating Employer's matching amount
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 Registrant's obligations under the Plan.

          In addition to the Participant's elective deferral and the
Participating Employer's matching amount, 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
maintained under the Qualified Plan as further described herein.  These funds
are invested in various investment vehicles, none of which involve securities
issued by the Registrant.


          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
accumulate assets to provide the Registrant with a source of funds to use in
fulfilling its obligations under the Plan.  The Registrant may, from time to
time, contribute to the trust such amounts as shall be reasonably necessary to
provide for all benefits payable under the Plan.  The time of payment of any
contributions will be determined by the Registrant.

          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



                                      -3-
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 maintained under the Qualified Plan.  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, saving 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; and

          (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.


          In the near future, a fourth fund, the Balanced Fund, will also be
available for the purpose of determining Participants' earnings credits.  The
Balanced Fund consists entirely of the Kent Funds, a group of mutual funds, and
seeks to provide an investment program of long-term growth.

          Any profits obtained through investments made by the trust, over and
above the Registrant's obligations under the Plan, will be retained in the trust
to pay the claims of future Participants or the Registrant's general creditors
in the event of insolvency.  The Registrant and Participating Employers, 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



                                      -4-
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.  Alternatively, the Bank will make payment to the
Registrant as reimbursement for the payment of Plan benefits by the Registrant.

          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 December 31, 1992, the total amount of outstanding Deferred
Compensation Obligations under the Plan was $2,610,414.  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.


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



                                      -5-
Corporation Act.  The Restated Articles of Incorporation 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.  Except for losses for which Old Kent is required to
indemnify the directors or officers, or for which Old Kent has, to the extent
permitted by law, indemnified the directors or officers, this insurance contains
customary exclusions from coverage.







                                      -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         Old Kent Executive Thrift Plan
          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
March 29, 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:  March 29, 1994              /s/ John M. Bissell* 
                                   John M. Bissell
                                   Director


Date:  March 29, 1994              /s/ John D. Boyles* 
                                   John D. Boyles
                                   Director



Date:  March 29, 1994              /s/ John C. Canepa* 
                                   John C. Canepa
                                   Chairman of the Board,
                                     Chief Executive Officer, and
                                     Director (Principal Executive Officer)


Date:  March 29, 1994              /s/ Earl D. Holton* 
                                   Earl D. Holton
                                   Director



                                      -9-
     Date                          Name and Title


Date:  March 29, 1994              /s/ Michael J. Jandernoa* 
                                   Michael J. Jandernoa
                                   Director


Date:  March 29, 1994              /s/ John P. Keller* 
                                   John P. Keller
                                   Director


Date:  March 29, 1994              /s/ Jerry K. Myers* 
                                   Jerry K. Myers
                                   Director


Date:  March 29, 1994              /s/ William U. Parfet* 
                                   William U. Parfet
                                   Director


Date:  March 29, 1994              /s/ Robert L. Sadler* 
                                   Robert L. Sadler
                                   Vice Chairman of the Board and
                                     Director


Date:  March 29, 1994              /s/ Peter F. Secchia* 
                                   Peter F. Secchia
                                   Director



Date:  March 29, 1994              /s/ B. P. Sherwood, III* 
                                   B. P. Sherwood, III
                                   Vice Chairman of the Board,
                                     Treasurer, and Director


Date:  March 29, 1994              /s/ Martha L. Thornton* 
                                   Martha L. Thornton
                                   Director


                                      -10-
     Date                          Name and Title


Date:  March 29, 1994              /s/ David J. Wagner* 
                                   David J. Wagner
                                   President and Director


Date:  March 29, 1994              /s/ Richard W. Wroten 
                                   Richard W. Wroten 
                                   Executive Vice President and Chief Financial
                                     Officer (Principal Financial Officer,
                                     Principal Accounting Officer)

*By /s/ Richard W. Wroten 
      Richard W. Wroten
    (Attorney-in-Fact)



































                                      -11-
                                 EXHIBIT INDEX


                                                                   Page 
                                                                  Number

       4         Old Kent Executive Thrift Plan                     13  

       5         Opinion of Counsel                                 26  

       23(a)     Consent of Independent Certified Public            27  
                 Accountants

       23(b)     Consent of Counsel (See Exhibit 5)                 26  

       24        Powers of Attorney                                 28  




































                                      -12-
                                   EXHIBIT 4

                         OLD KENT EXECUTIVE THRIFT PLAN


                                   ARTICLE 1

                             Establishment of Plan


1.1  Establishment of Plan.

     Old Kent Financial Corporation ("OKFC") hereby amends and restates the Old
Kent Executive Thrift Plan, a supplemental nonqualified plan for a select group
of management personnel employed by OKFC and any subsidiary of OKFC.  This plan
is intended to be a plan described in Sections 201(2), 301(a)(3), and 401(a)(1)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). 
This plan is a nonqualified supplemental executive retirement program which is
not subject to limitations in the Internal Revenue Code applicable to benefits
which may be provided through a qualified, tax-exempt employee benefit plan
established under Section 401(a) of the Internal Revenue Code of 1986, as
amended ("Code").


1.2  Effective Date.

     The "Effective Date" of this restated plan is January 1, 1990, unless a
provision of this plan specifies a different effective date.  Each plan
provision applies until the effective date of an amendment of that provision.


1.3  Application to Former Participants.

     Except to the extent it amends a provision of the plan which applies to
former Participants or expressly states that it is applicable to former
Participants, an amendment to this plan (including changes included in any
restatement of the plan) shall not apply to a former Participant.  If a former
Participant returns to employment with the Employer after the effective date of
an amendment and is designated as eligible to participate by OKFC, the
Participant's rights under the plan shall be determined by the plan provisions
as amended and in effect at that time.


                                   ARTICLE 2

                                  Definitions


2.1  Defined Terms.

     Defined terms are found at the following locations:


     Term                                          Location

     Administrator                                  2.2
     Agent for Service of Process                   2.3
     Beneficiary                                    2.4
     Code                                           1.1
     Compensation                                   4.1(d)

     Diversified Equity Fund                        5.4(a)(ii)
     Effective Date                                 1.2
     Elective Deferral Credits Account              5.1
     Employee                                       2.5
     Employer                                       2.6

     ERISA                                          1.1
     Matching Credits Account                       5.1
     OKFC                                           1.1
     Old Kent Thrift Plan                           2.7
     Participant                                    3.2

     Participating Compensation                     4.1(e)
     Plan Year                                      2.8
     Savings Fund                                   5.4(a)(i)
     Short Term Bond Fund                           5.4(a)(iii)
     Spouse                                         2.9

     Surviving Spouse                               2.10
     Valuation Date                                 2.11
     Valuation Period                               2.12


2.2  Administrator.

     "Administrator" means Old Kent Financial Corporation.


2.3  Agent for Service of Process.


     "Agent for Service of Process" means the Administrator or the individual
designated by the Administrator.

2.4  Beneficiary.

     "Beneficiary" means the individual, trust or other entity designated by the
Participant to receive any benefits payable under this plan after the
Participant's death.  A Participant may designate or change a Beneficiary by
filing a signed designation with the Administrator in the form approved by the
Administrator.  The Participant's Will is not effective for this purpose.



                                      -2-
     If a designation has not been properly completed and filed with the
Administrator or is ineffective for any other reason, the Beneficiary shall be
the Participant's Surviving Spouse.  If there is no effective designation and
the Participant does not have a Surviving Spouse, the remaining benefits, if
any, shall be paid to the Participant's estate.


2.5  Employee.

     "Employee" means an individual employed by the Employer who receives
compensation for personal services performed for the Employer that is subject to
withholding for federal income tax purposes.


2.6  Employer.

     "Employer" means OKFC and any subsidiary of OKFC.


2.7  Old Kent Thrift Plan.

     "Old Kent Thrift Plan" means the qualified tax-exempt defined contribution
plan established and maintained by Old Kent Financial Corporation under Code
Sections 401(a) and 401(k).


2.8  Plan Year.

     "Plan Year" means the 12-month period beginning each January 1.


2.9  Spouse.

     "Spouse" means the husband or wife to whom the Participant is married on
the date the benefit is scheduled to be paid, or payment is scheduled to begin. 
The legal existence of the spousal relationship shall be governed by the law of
the state or other jurisdiction of domicile of the Participant.


2.10 Surviving Spouse.

     "Surviving Spouse" means the Spouse of the Participant at the time of the
Participant's death who survives the Participant.  If the Participant and Spouse
die under circumstances which prevent ascertainment of the order of their
deaths, it shall be presumed for this plan that the Participant survived the
Spouse.






                                      -3-
2.11 Valuation Date.

     "Valuation Date" means the last day of March, June, September and December.


2.12 Valuation Period.

     "Valuation Period" means any quarterly period of three months ending with
the specified Valuation Date.


                                   ARTICLE 3

                                 Participation


3.1  Requirements.

     Only management or highly compensated Employees shall be eligible to
participate in this plan after both of the following requirements are met:

     (a)  One Year of Service.  The Employee has completed a combined total of
at least one year of service with OKFC and any other employer affiliated with
OKFC, including service with an employer prior to affiliation with OKFC to the
extent past service with that employer is granted by OKFC.

     (b)  Designation by OKFC.    The Employee is designated by OKFC as eligible
to participate.


3.2  Effective Date of Participation.

     An eligible Employee shall become a Participant ("Participant") on the date
specified by OKFC.  Each new Participant must complete the payroll deduction and
election requirements specified in Articles 4 and 7.



3.3  Termination of Participation.

     A Participant's status as a Participant shall continue until the earlier of
termination of employment or termination of the Participant's status as a
Participant by OKFC.  A former Participant may resume participation in the plan
only upon redesignation as a Participant and as of the date specified by OKFC. 
Transfer of employment to OKFC or any subsidiary of OKFC shall not be treated as
termination of employment and participation in this plan shall continue unless
the Participant's status as a Participant is terminated by OKFC.





                                      -4-
3.4  Old Kent Thrift Plan Required.

     Participation in this plan shall be contingent upon participation in the
Old Kent Thrift Plan.  Elective deferrals under this plan for a Plan Year shall
be permitted only after applicable limits on pre-tax amounts are reached in the
Old Kent Thrift Plan for such year.


                                   ARTICLE 4

                    Elective Deferrals and Matching Credits


4.1  Elective Deferral Credits.

     (a)  Payroll Deductions.  Subject to the limitations specified herein, a
Participant may elect to reduce Participating Compensation for a Plan Year
through payroll deductions.  Each payroll deduction will earn elective deferral
credits in corresponding dollar amounts to be paid under this plan as deferred
compensation for the Participant.  The rate of the payroll deductions shall be a
whole multiple of one percent (1%).

     (b)  Maximum Amount.  The Participant's payroll deductions elected pursuant
to this plan for each payroll period shall not exceed 16% of Participating
Compensation for the payroll period reduced by the sum of the Participant's
contributions to the Old Kent Thrift Plan for that payroll period, if any.  The
limit of 16% of Participating Compensation less contributions to the Old Kent
Thrift Plan also shall apply in the aggregate for each Plan Year.

     (c)  Prior Irrevocable Election.  The election of payroll deductions shall
be made by the Participant on a form provided for that purpose prior to the
beginning of each Plan Year and shall become irrevocable for each Plan Year as
of the beginning of the Plan Year.  A new Participant may make an initial
irrevocable election of payroll deductions during the first 30 days of
eligibility to  participate and such election shall apply only to Participating
Compensation earned following the date of the election.  If a new Participant
does not make an election during this 30 day period, the Participant may not
make an election for the initial year of participation.  An election of payroll
deductions for a Plan Year shall be discontinued on the date the Participant's
employment terminates.  The Participant shall have no claim or right to payment
of the amounts deferred by payroll deductions and shall be limited solely to the
rights and benefits conferred under the terms of this plan.  In no event shall
an election to defer Compensation become effective sooner than the beginning of
the next payroll period following the date of the written, irrevocable election
or remain effective beyond the end of the Plan Year to which it applies.

     (d)  Compensation.  "Compensation" means base salary or wages paid to a
Participant in any Plan Year for personal services performed for the Employer,




                                      -5-
including but not limited to vacation pay, holiday pay, retroactive pay
increases, regular sick pay and other forms of remuneration included in base pay
up to 40 hours per week.

          Excluded remuneration includes but is not limited to bonuses; lump-sum
severance pay (other than vacation pay paid after employment terminates);
commissions; shift differential; disability income pay; over 40 hours pay; ATM
service pay; all payments in the form of contributions to or benefits paid from
insurance (including imputed income from employer paid group term life
insurance), workers' compensation or unemployment compensation programs;
payments in the form of gifts or reimbursements for expenses; amounts paid with
respect to this plan or any other plan of deferred compensation to which the
Company contributes; and all other extraordinary and supplemental payments or
compensation.

          Compensation means the amount defined herein before reduction by
payroll deduction amounts, under this plan and other plans, which are not
includable in the Participant's gross income.

     (e)  Participating Compensation.  "Participating Compensation" means
Compensation received for services performed while a Participant, under the
provisions of Article 3, during the Plan Year.


4.2  Matching Credits.

     The Participant shall earn a matching credit for each payroll period for
which the Participant makes a payroll deduction pursuant to this plan and does
not earn the maximum matching contribution for that payroll period in the Old
Kent Thrift Plan.  The matching credit for the payroll period shall be earned at
the same rate that matching contributions are credited in the Old Kent Thrift
Plan for that payroll period applied to the elective deferral credits in this
plan, up to a maximum matching credit of 3% of Participating Compensation,
reduced by the amount of any matching contribution credited to the Participant
in the Old Kent Thrift Plan for the payroll period.  The limit of 3% of
Participating Compensation less contributions to the Old Kent Thrift Plan also
shall apply in the aggregate for each Plan Year.



                                   ARTICLE 5

                          Accounting; Earnings Credits


5.1  Accounting Records.

     The Administrator shall maintain separate accounting records for each
Participant.  One accounting record, the Participant's "Elective Deferral



                                      -6-
Credits Account," shall be maintained for and credited with the Participant's
elective deferral credits plus the earnings credits on the elective deferral
credits described below.  A separate accounting record, the Participant's
"Matching Credits Account," shall be maintained with respect to matching credits
for the Participant and earnings credits on the Participant's matching credits.


5.2  Timing of Credits.

     Elective deferral credits shall be credited to the Participant's Elective
Deferral Credits Account as of the end of the month which includes the payroll
dates on which the corresponding amounts were deducted from Participating
Compensation.  Matching credits shall be credited to the Participant's Matching
Credits Account as of the end of the month which includes the payroll dates on
which each matching credit was earned.


5.3  Earnings Credits and Debits.

     The amount credited to a Participant's Elective Deferral Credits Account
and Matching Credits Account (including prior earnings credits) as of the
beginning of each Valuation Period also shall be credited with an earnings
credit or debit for such Valuation Period.  The amount of the earnings credit
shall be an adjustment on the Valuation Date equal to the increase or decrease
which would have occurred if the value of the account as of the beginning of the
Valuation Period increased by one-half of the monthly additions (elective
deferral credits or matching credits, whichever applies) to the account as of
the end of each month in the Valuation Period and reduced by the amount of any
distribution during the Valuation Period had been invested in the fund at the
beginning of the Valuation Period and withdrawn on the Valuation Date.  For this
purpose fund means the fund (or funds) chosen by the Participant to be the
investment reference pursuant to Section 5.4.

     Earnings credits shall continue to accrue after a Participant's employment
has terminated and until all amounts due hereunder have been paid in full. 
Earnings credits shall not apply to amounts paid or forfeited during a Valuation
Period.



5.4  Funds.

     Effective January 1, 1991, earnings credits shall be measured and
determined under the following rules:

     (a)  Choices.  Each Participant may direct that each of the Participant's
accounts be treated as if invested in one or more of the following funds:





                                      -7-
          (i)  Savings Fund.  The "Savings Fund" which consists of
     investments similar to those in the savings fund offered in the Old
     Kent Thrift Plan.

          
         (ii)  Diversified Equity Fund.  The "Diversified Equity Fund"
     which consists of investment units in a fund similar to the
     diversified equity fund offered in the Old Kent Thrift Plan.

          
         (iii) Short Term Bond Fund.  The "Short Term Bond Fund" which
     consists of investments similar to those in the short term bond fund
     offered in the Old Kent Thrift Plan.

     (b)  Frequency.  A Participant may change a direction with respect to
existing account balances and with respect to future credits as of the first day
of a Valuation Period.  Any change in the investment reference by the
Participant shall be effective not earlier than the first day of the next
Valuation Period following the date on which the change is made.

     (c)  Written Direction.  The direction shall be made by the Participant on
a form provided for that purpose at least 30 days prior to the first day of the
Valuation Period.  A direction shall be effective on the first day of the next
Valuation Period only when signed by the Participant and filed with the
Administrator, and the direction shall continue to be in effect until it is
revoked or modified in the same manner.

     (d)  No Written Direction.  In the absence of written direction by a
Participant, the Savings Fund shall be used as the investment reference for all
of the Participant's accounts under this plan.

     (e)  Additional Terms and Conditions.  The Administrator may formulate
additional terms and conditions for direction by the Participant as necessary or
appropriate.


                                   ARTICLE 6

                                    Vesting



6.1  Elective Deferral Credits Account.

     The right to be paid an amount equal to the sum of the credits in the
Participant's Elective Deferral Credits Account, including earnings credits in
the account, shall not be subject to forfeiture for any reason.





                                      -8-
6.2  Earnings Credits in Matching Credits Account.

     The right to be paid an amount equal to the sum of the Participant's
earnings credits in the Participant's Matching Credits Account shall not be
subject to forfeiture for any reason.


6.3  Matching Credits.

     The right to be paid an amount equal to the sum of the Participant's
matching credits in the Participant's Matching Credits Account shall be subject
to forfeiture under either of the following circumstances:

     (a)  Five Year Requirement.  Matching credits shall be forfeited in the
event of termination of employment for any reason other than death prior to
completion of at least five years of service which would qualify as vesting
credit service under the Old Kent Thrift Plan or attainment of age 55.

     (b)  Forfeiture for Cause.  Notwithstanding the Participant's age or length
of service, if a Participant is discharged, or resigns, for cause, the right to
payment of amounts identified as the Participant's matching credits shall be
forfeited.  The Participant shall be deemed to have been discharged or to have
resigned for cause if the Participant's employment with the Employer terminates
due to or in conjunction with the commission of any criminal act injurious to
the Employer, any act evidencing fraud or dishonesty on the part of the
Participant or any intentional damaging of the property, assets and/or business
reputation of the Employer.

          The existence of cause shall be established by the Administrator.  The
determination by the Administrator shall be subject to a claims procedure
substantially the same as the claims procedure available under the Old Kent
Thrift Plan.  If the existence of cause, as defined in the preceding paragraph,
is determined by the Administrator subsequent to termination of the
Participant's employment, such termination of employment retroactively shall be
deemed to have been discharge or resignation for cause and to result in the
specified forfeiture.  In such event, the amount of the forfeiture may be offset
against any amounts remaining unpaid pursuant to this plan and any excess which
cannot be forfeited by offset may be recovered by OKFC from the Participant, the
Participant's Beneficiary and/or the Participant's estate, legal
representatives, heirs and assigns.












                                      -9-
                                   ARTICLE 7

                            Payments to Participants


7.1  Event of Distribution.

     If the Participant's employment terminates for any reason, all amounts
credited to the Participant shall be distributed at  the time and in the manner
specified herein. A transfer of employment to OKFC or any subsidiary of OKFC is
not a termination of employment.


7.2  Form of Payment.

     At the time of the initial irrevocable election to defer Compensation under
this plan, each Participant shall irrevocably elect a form of payment.  The
following forms of payment may be elected by a Participant:

     (a)  Lump Sum.  A single lump-sum payment of the entire amount promised
under this plan, or

     (b)  Installments.  Payment of the entire amount promised under this plan
in not more than 10 annual installments.

     If the total amount to be distributed does not exceed $3,500, the
Participant shall be paid a lump-sum payment under (a) above.

     If the Participant fails to make an election of a form of payment by the
required date, the Participant shall be paid a lump-sum payment.


7.3  Amount of Payment.

     Except to the extent matching credits are forfeited under Article 6, the
Participant shall be paid an amount which is the sum of the Participant's
Elective Deferral Credits Account plus the Participant's Matching Credits
Account and earnings credits in the Participant's Elective Deferral Credits
Account and Matching Credits Account.  The amount to be distributed shall be
determined as follows:

     (a)  Lump Sum.  For a lump sum distribution, the total amount to be
distributed shall be determined as of the Valuation Date preceding the date of
payment.

     (b)  Installments.  If payment is in installments, the initial amount to be
distributed shall be the total amount due as of the most recent Valuation Date
preceding the initial payment divided by the number of installment payments




                                      -10-
elected.  Future installments shall be determined by dividing the total amount
remaining unpaid as of the most recent Valuation Date preceding the date of
payment by the remaining number of annual installment payments.

     With respect to a lump-sum payment or each installment payment, there shall
be no earnings credit or other adjustment except an applicable forfeiture, for
the period from the Valuation Date preceding the date of payment to the date of
payment.


7.4  Manner of Payment.

     Payments shall be paid wholly in cash directly by the Employer or
indirectly through a grantor trust (owned or maintained by the Employer) to the
Participant or the Participant's Beneficiary.  If a trust is established, the
Employer shall not be relieved of its obligation and liability to pay the
benefits of this plan except to the extent payments are actually made from the
trust.


7.5  Time of Payment.

     A lump-sum payment or an initial installment payment shall be made on March
1 following the end of the calendar year in which the Participant's employment
terminates.  Later installment payments shall be made on March 1 following the
end of each subsequent calendar year until the total amount to be distributed
under this plan is distributed.


7.6  Death.

     (a)  Payment to Beneficiary.  If the Participant dies prior to payment of
all amounts due under the plan, payment of all remaining amounts shall be made
to the Participant's Beneficiary.  Payments to a Beneficiary following a
Participant's death shall be in the form elected by the Participant and shall be
made or shall begin on the date specified in Section 7.5.  At the time of the
initial irrevocable election to defer Compensation under this plan, the
Participant may designate a form of payment following the Participant's death
which is different from the form of payment during the Participant's lifetime.

     (b)  Payment to Estate.  If payment is to be made to the estate of a
Participant, payment shall be made in a lump sum 90 days after the date of the
Participant's death.

     (c)  Generation-Skipping Transfer Tax.  Notwithstanding any other provision
in this plan or any related trust agreement, OKFC may withhold or direct the
trustee to withhold any benefits payable to a Beneficiary as a result of the
death of a Participant or any other Beneficiary until it can be determined




                                      -11-
whether a generation-skipping transfer tax, as defined in Chapter 13 of the
Code, or any substitute provision therefor, is payable by OKFC or the trustee
and the amount of generation-skipping transfer tax, including interest, that is
due.  If such tax is payable, the benefits otherwise payable hereunder shall be
reduced by an amount equal to the generation-skipping transfer tax and interest.
Any benefits withheld shall be payable as soon as there is a final determination
of the applicable generation-skipping transfer tax and interest.  No interest
shall be payable to any Beneficiary for the period from the date of death to the
time when the amount of benefits payable to a Beneficiary can be fully
determined pursuant to this paragraph.


                                   ARTICLE 8

                               General Provisions


8.1  Amendment; Termination.

     Old Kent Financial Corporation reserves the right to amend this plan
prospectively or retroactively, or to terminate this plan, provided that an
amendment or termination may not reduce or revoke the accrued amounts (less any
applicable forfeitures) promised to be paid to Participants as of the later of
the date of adoption of the amendment or the effective date of the amendment or
termination.

     Upon termination of this plan, the accounts of affected Participants shall
become nonforfeitable.  The Participant's accounts shall be administered and
distributed in accordance with the provisions of this plan.


8.2  Employment Relationship.

     Nothing in this plan shall be construed as creating a contract of
employment between the Employer and any Participant or otherwise conferring upon
any Participant or other person a legal right to continuation of employment or
any rights other than those specified herein.  This plan shall not limit or
affect the right of the Employer to discharge or retire a Participant.


8.3  Rights Not Assignable.

     Except for designation of a Beneficiary, amounts promised hereunder shall
not be subject to assignment, conveyance, transfer, anticipation, pledge,
alienation, sale, encumbrance, or charge, whether voluntary or involuntary, by
the Participant or any Beneficiary of the Participant, even if directed under a
qualified domestic relations order or other divorce order.  An interest in an
amount promised shall not provide collateral or security for a debt of a




                                      -12-
Participant or Beneficiary or be subject to garnishment, execution, assignment,
levy, or to another form of judicial or administrative process or to the claim
of a creditor of a Participant or Beneficiary, through legal process or
otherwise.  Any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge, or to otherwise dispose of benefits payable, before actual
receipt of the benefits, or a right to receive benefits, shall be void and shall
not be recognized.


8.4  Unsecured Creditor Status.

     A Participant shall be an unsecured general creditor of the Employer as to
the payment of any benefit under this plan.  The right of any Participant or
Beneficiary to be paid the amount promised in this plan shall be no greater than
the right of any other general, unsecured creditor of the Employer.


8.5  No Trust or Fiduciary Relationship.

     Nothing contained in this plan shall be deemed to create a trust or
fiduciary relationship of any kind for the benefit of any Participant or
Beneficiary.


8.6  Construction.

     The singular includes the plural, and the plural includes the singular,
unless the context clearly indicates the contrary.  Capitalized terms (except
those at the beginning of a sentence or part of a heading) have the meaning
specified in this plan.  If a capitalized term is not defined in this plan, the
term shall have, for purposes of this plan, the stated definitions of those
terms in the Old Kent Thrift Plan as amended from time to time.


8.7  Unfunded Plan.

     This shall be an unfunded plan within the meaning of ERISA.  Benefits
provided herein shall consist solely of aggregate unfunded credits which are the
sum of elective deferrals, matching credits and earnings credits and shall
constitute only an unsecured contractual promise to pay in accordance with the 
terms of this plan by the Employer.






Rev. 1/14/91




                                      -13-
                                   EXHIBIT 5

                               OPINION OF COUNSEL

                                 March 29, 1994




Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Old Kent Financial Corporation
       
      Executive Thrift Plan

Dear Ladies and Gentlemen:

          As general counsel for Old Kent Financial Corporation, a Michigan
corporation (hereinafter called the "Company"), we have examined and are
familiar with the Company's  Executive Thrift Plan (the "Plan") and other
corporate records and documents and have made such further examination as we
have deemed necessary or advisable in order to enable us to render this opinion.

          Based upon the foregoing, we are of the opinion that the Deferred
Compensation Obligations of the Company under the Plan, when incurred in the
manner described in its Form S-8 Registration Statement, are and will be legally
issued, fully paid, non-assessable, binding obligations of the Company.  It is
further our opinion that the provisions of the Plan comply with all requirements
of the Employee Retirement Income Security Act of 1974, as amended, pertaining
to such provisions.

          We hereby consent to the filing of this opinion and consent as an
exhibit to the Registration Statement on Form S-8 covering the Deferred
Compensation Obligations to be issued pursuant to the Executive Thrift Plan.


                                   WARNER, NORCROSS & JUDD


                                   By /s/ Gordon R. Lewis 
                                       A Partner










                                   EXHIBIT 23(a)

                     CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


          As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
January 18, 1994, included in Old Kent Financial Corporation's Form 10-K for the
year ended December 31, 1993, and to all references to our firm included in this
Registration Statement.



                                   /s/ Arthur Anderson & Company 
                                   ARTHUR ANDERSON & COMPANY





Chicago, Illinois

March 29, 1994































                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 17, 1994                        /s/ John M. Bissell 
                                        John M. Bissell

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 17, 1994                        /s/ John D. Boyles 
                                        John D. Boyles

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 17, 1994                        /s/ John C. Canepa 
                                        John C. Canepa

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 25, 1994                        /s/ Earl D. Holton 
                                        Earl D. Holton

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 17, 1994                        /s/ Michael J. Jandernoa 
                                        Michael J. Jandernoa

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 17, 1994                        /s/ John P. Keller 
                                        John P. Keller

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 25, 1994                        /s/ Jerry K. Myers 
                                        Jerry K. Myers

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 17, 1994                        /s/ William U. Parfet 
                                        William U. Parfet

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 17, 1994                        /s/ Robert L. Sadler 
                                        Robert L. Sadler

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 17, 1994                        /s/ Peter F. Secchia 
                                        Peter F. Secchia

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 17, 1994                        /s/ B. P. Sherwood, III 
                                        B. P. Sherwood, III

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 17, 1994                        /s/ Martha L. Thornton 
                                        Martha L. Thornton

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 17, 1994                        /s/ David J. Wagner 
                                        David J. Wagner

























                                             Executive Thrift Plan



                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature


January 4, 1994                         /s/ Richard W. Wroten 
                                        Richard W. Wroten
                                        Officer
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THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO
                         RULE 901(D) OF REGULATION S-T

As filed with the Securities and Exchange Commission on March 30, 1994

                                                 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)

                             EXECUTIVE THRIFT 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 of
Securities to         Amount to be Offering Price Aggregate      Registration
be Registered         Registered   Per Unit       Offering Price Fee

Deferred Compensation   $5,000,000   N.A.         $5,000,000     $1,724.13
Obligations
________________________________________________________________________________
________________________________________________________________________________

                                    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(a) 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.

          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 Executive Thrift
Plan (the "Plan").  The Plan is filed as Exhibit 4 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 a select group of management and highly compensated employees.
The Plan is a nonqualified deferred compensation program allowing deferral of
income in excess of limits applicable to plans qualified under Section 401(a) of
the Internal Revenue Code.  Because of restrictions imposed by ERISA, the Plan
is unfunded.

          The Plan is related to the Old Kent Thrift Plan, a qualified 401(k)
plan (the "Qualified Plan").  It is designed to provide to highly compensated
and management employees substantially the same benefits as such employees would

                                      -2-
have received through participation in the Qualified Plan, but for the
limitations imposed by ERISA and the Internal Revenue Code.  The Plan permits
each Participant, before each year begins, to elect irrevocably to defer up to
16% of compensation, reduced by all pre-tax contributions made under the
Qualified Plan.  Matching credits are made by the Registrant or any of its
subsidiaries employing one or more Participants in the Plan (individually
referred to as a "Participating Employer").  Matching credits will accrue on
amounts deferred under the Plan at the same rate as in the Qualified Plan,
reduced by all matching contributions credited to the Participant under the
Qualified Plan.  Each Participant's benefit under the Plan, therefore, will be
the sum of the Participant's elective deferrals, matching credits, and earnings
credits.

          A Participant's benefit will be payable upon termination of employment
with the Participating Employer 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's employment terminates.

          The Plan operates through accounting entries on the Registrant's
books.  The Registrant establishes an account for each Participant.  Each
Participant's elective deferral and the Participating Employer's matching amount
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 Registrant's obligations under the Plan.

          In addition to the Participant's elective deferral and the
Participating Employer's matching amount, 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
maintained under the Qualified Plan as further described herein.  These funds
are invested in various investment vehicles, none of which involve securities
issued by the Registrant.

          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
accumulate assets to provide the Registrant with a source of funds to use in
fulfilling its obligations under the Plan.  The Registrant may, from time to
time, contribute to the trust such amounts as shall be reasonably necessary to
provide for all benefits payable under the Plan.  The time of payment of any
contributions will be determined by the Registrant.

          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

                                      -3-
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 maintained under the Qualified Plan.  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, saving 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; and

          (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.

          In the near future, a fourth fund, the Balanced Fund, will also be
available for the purpose of determining Participants' earnings credits.  The
Balanced Fund consists entirely of the Kent Funds, a group of mutual funds, and
seeks to provide an investment program of long-term growth.

          Any profits obtained through investments made by the trust, over and
above the Registrant's obligations under the Plan, will be retained in the trust
to pay the claims of future Participants or the Registrant's general creditors
in the event of insolvency.  The Registrant and Participating Employers, 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

                                      -4-
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.  Alternatively, the Bank will make payment to the
Registrant as reimbursement for the payment of Plan benefits by the Registrant.

          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 December 31, 1992, the total amount of outstanding Deferred
Compensation Obligations under the Plan was $2,610,414.  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.

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

                                      -5-
Corporation Act.  The Restated Articles of Incorporation 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.  Except for losses for which Old Kent is required to
indemnify the directors or officers, or for which Old Kent has, to the extent
permitted by law, indemnified the directors or officers, this insurance contains
customary exclusions from coverage.

                                      -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         Old Kent Executive Thrift Plan
          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
March 29, 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:  March 29, 1994              /s/ John M. Bissell* 
                                   John M. Bissell
                                   Director

Date:  March 29, 1994              /s/ John D. Boyles* 
                                   John D. Boyles
                                   Director

Date:  March 29, 1994              /s/ John C. Canepa* 
                                   John C. Canepa
                                   Chairman of the Board,
                                     Chief Executive Officer, and
                                     Director (Principal Executive Officer)

Date:  March 29, 1994              /s/ Earl D. Holton* 
                                   Earl D. Holton
                                   Director

                                      -9-
     Date                          Name and Title

Date:  March 29, 1994              /s/ Michael J. Jandernoa* 
                                   Michael J. Jandernoa
                                   Director

Date:  March 29, 1994              /s/ John P. Keller* 
                                   John P. Keller
                                   Director

Date:  March 29, 1994              /s/ Jerry K. Myers* 
                                   Jerry K. Myers
                                   Director

Date:  March 29, 1994              /s/ William U. Parfet* 
                                   William U. Parfet
                                   Director

Date:  March 29, 1994              /s/ Robert L. Sadler* 
                                   Robert L. Sadler
                                   Vice Chairman of the Board and
                                     Director

Date:  March 29, 1994              /s/ Peter F. Secchia* 
                                   Peter F. Secchia
                                   Director

Date:  March 29, 1994              /s/ B. P. Sherwood, III* 
                                   B. P. Sherwood, III
                                   Vice Chairman of the Board,
                                     Treasurer, and Director

Date:  March 29, 1994              /s/ Martha L. Thornton* 
                                   Martha L. Thornton
                                   Director

                                      -10-
     Date                          Name and Title

Date:  March 29, 1994              /s/ David J. Wagner* 
                                   David J. Wagner
                                   President and Director

Date:  March 29, 1994              /s/ Richard W. Wroten 
                                   Richard W. Wroten 
                                   Executive Vice President and Chief Financial
                                     Officer (Principal Financial Officer,
                                     Principal Accounting Officer)

*By /s/ Richard W. Wroten 
      Richard W. Wroten
    (Attorney-in-Fact)

                                      -11-
                                 EXHIBIT INDEX

                                                                   Page 
                                                                  Number

       4         Old Kent Executive Thrift Plan                     13  

       5         Opinion of Counsel                                 26  

       23(a)     Consent of Independent Certified Public            27  
                 Accountants

       23(b)     Consent of Counsel (See Exhibit 5)                 26  

       24        Powers of Attorney                                 28  

                                      -12-
                                   EXHIBIT 4

                         OLD KENT EXECUTIVE THRIFT PLAN

                                   ARTICLE 1

                             Establishment of Plan

1.1  Establishment of Plan.

     Old Kent Financial Corporation ("OKFC") hereby amends and restates the Old
Kent Executive Thrift Plan, a supplemental nonqualified plan for a select group
of management personnel employed by OKFC and any subsidiary of OKFC.  This plan
is intended to be a plan described in Sections 201(2), 301(a)(3), and 401(a)(1)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). 
This plan is a nonqualified supplemental executive retirement program which is
not subject to limitations in the Internal Revenue Code applicable to benefits
which may be provided through a qualified, tax-exempt employee benefit plan
established under Section 401(a) of the Internal Revenue Code of 1986, as
amended ("Code").

1.2  Effective Date.

     The "Effective Date" of this restated plan is January 1, 1990, unless a
provision of this plan specifies a different effective date.  Each plan
provision applies until the effective date of an amendment of that provision.

1.3  Application to Former Participants.

     Except to the extent it amends a provision of the plan which applies to
former Participants or expressly states that it is applicable to former
Participants, an amendment to this plan (including changes included in any
restatement of the plan) shall not apply to a former Participant.  If a former
Participant returns to employment with the Employer after the effective date of
an amendment and is designated as eligible to participate by OKFC, the
Participant's rights under the plan shall be determined by the plan provisions
as amended and in effect at that time.

                                   ARTICLE 2

                                  Definitions

2.1  Defined Terms.

     Defined terms are found at the following locations:

     Term                                          Location

     Administrator                                  2.2
     Agent for Service of Process                   2.3
     Beneficiary                                    2.4
     Code                                           1.1
     Compensation                                   4.1(d)

     Diversified Equity Fund                        5.4(a)(ii)
     Effective Date                                 1.2
     Elective Deferral Credits Account              5.1
     Employee                                       2.5
     Employer                                       2.6

     ERISA                                          1.1
     Matching Credits Account                       5.1
     OKFC                                           1.1
     Old Kent Thrift Plan                           2.7
     Participant                                    3.2

     Participating Compensation                     4.1(e)
     Plan Year                                      2.8
     Savings Fund                                   5.4(a)(i)
     Short Term Bond Fund                           5.4(a)(iii)
     Spouse                                         2.9

     Surviving Spouse                               2.10
     Valuation Date                                 2.11
     Valuation Period                               2.12

2.2  Administrator.

     "Administrator" means Old Kent Financial Corporation.

2.3  Agent for Service of Process.

     "Agent for Service of Process" means the Administrator or the individual
designated by the Administrator.

2.4  Beneficiary.

     "Beneficiary" means the individual, trust or other entity designated by the
Participant to receive any benefits payable under this plan after the
Participant's death.  A Participant may designate or change a Beneficiary by
filing a signed designation with the Administrator in the form approved by the
Administrator.  The Participant's Will is not effective for this purpose.

                                      -2-
     If a designation has not been properly completed and filed with the
Administrator or is ineffective for any other reason, the Beneficiary shall be
the Participant's Surviving Spouse.  If there is no effective designation and
the Participant does not have a Surviving Spouse, the remaining benefits, if
any, shall be paid to the Participant's estate.

2.5  Employee.

     "Employee" means an individual employed by the Employer who receives
compensation for personal services performed for the Employer that is subject to
withholding for federal income tax purposes.

2.6  Employer.

     "Employer" means OKFC and any subsidiary of OKFC.

2.7  Old Kent Thrift Plan.

     "Old Kent Thrift Plan" means the qualified tax-exempt defined contribution
plan established and maintained by Old Kent Financial Corporation under Code
Sections 401(a) and 401(k).

2.8  Plan Year.

     "Plan Year" means the 12-month period beginning each January 1.

2.9  Spouse.

     "Spouse" means the husband or wife to whom the Participant is married on
the date the benefit is scheduled to be paid, or payment is scheduled to begin. 
The legal existence of the spousal relationship shall be governed by the law of
the state or other jurisdiction of domicile of the Participant.

2.10 Surviving Spouse.

     "Surviving Spouse" means the Spouse of the Participant at the time of the
Participant's death who survives the Participant.  If the Participant and Spouse
die under circumstances which prevent ascertainment of the order of their
deaths, it shall be presumed for this plan that the Participant survived the
Spouse.

                                      -3-
2.11 Valuation Date.

     "Valuation Date" means the last day of March, June, September and December.

2.12 Valuation Period.

     "Valuation Period" means any quarterly period of three months ending with
the specified Valuation Date.

                                   ARTICLE 3

                                 Participation

3.1  Requirements.

     Only management or highly compensated Employees shall be eligible to
participate in this plan after both of the following requirements are met:

     (a)  One Year of Service.  The Employee has completed a combined total of
at least one year of service with OKFC and any other employer affiliated with
OKFC, including service with an employer prior to affiliation with OKFC to the
extent past service with that employer is granted by OKFC.

     (b)  Designation by OKFC.    The Employee is designated by OKFC as eligible
to participate.

3.2  Effective Date of Participation.

     An eligible Employee shall become a Participant ("Participant") on the date
specified by OKFC.  Each new Participant must complete the payroll deduction and
election requirements specified in Articles 4 and 7.

3.3  Termination of Participation.

     A Participant's status as a Participant shall continue until the earlier of
termination of employment or termination of the Participant's status as a
Participant by OKFC.  A former Participant may resume participation in the plan
only upon redesignation as a Participant and as of the date specified by OKFC. 
Transfer of employment to OKFC or any subsidiary of OKFC shall not be treated as
termination of employment and participation in this plan shall continue unless
the Participant's status as a Participant is terminated by OKFC.

                                      -4-
3.4  Old Kent Thrift Plan Required.

     Participation in this plan shall be contingent upon participation in the
Old Kent Thrift Plan.  Elective deferrals under this plan for a Plan Year shall
be permitted only after applicable limits on pre-tax amounts are reached in the
Old Kent Thrift Plan for such year.

                                   ARTICLE 4

                    Elective Deferrals and Matching Credits

4.1  Elective Deferral Credits.

     (a)  Payroll Deductions.  Subject to the limitations specified herein, a
Participant may elect to reduce Participating Compensation for a Plan Year
through payroll deductions.  Each payroll deduction will earn elective deferral
credits in corresponding dollar amounts to be paid under this plan as deferred
compensation for the Participant.  The rate of the payroll deductions shall be a
whole multiple of one percent (1%).

     (b)  Maximum Amount.  The Participant's payroll deductions elected pursuant
to this plan for each payroll period shall not exceed 16% of Participating
Compensation for the payroll period reduced by the sum of the Participant's
contributions to the Old Kent Thrift Plan for that payroll period, if any.  The
limit of 16% of Participating Compensation less contributions to the Old Kent
Thrift Plan also shall apply in the aggregate for each Plan Year.

     (c)  Prior Irrevocable Election.  The election of payroll deductions shall
be made by the Participant on a form provided for that purpose prior to the
beginning of each Plan Year and shall become irrevocable for each Plan Year as
of the beginning of the Plan Year.  A new Participant may make an initial
irrevocable election of payroll deductions during the first 30 days of
eligibility to  participate and such election shall apply only to Participating
Compensation earned following the date of the election.  If a new Participant
does not make an election during this 30 day period, the Participant may not
make an election for the initial year of participation.  An election of payroll
deductions for a Plan Year shall be discontinued on the date the Participant's
employment terminates.  The Participant shall have no claim or right to payment
of the amounts deferred by payroll deductions and shall be limited solely to the
rights and benefits conferred under the terms of this plan.  In no event shall
an election to defer Compensation become effective sooner than the beginning of
the next payroll period following the date of the written, irrevocable election
or remain effective beyond the end of the Plan Year to which it applies.

     (d)  Compensation.  "Compensation" means base salary or wages paid to a
Participant in any Plan Year for personal services performed for the Employer,

                                      -5-
including but not limited to vacation pay, holiday pay, retroactive pay
increases, regular sick pay and other forms of remuneration included in base pay
up to 40 hours per week.

          Excluded remuneration includes but is not limited to bonuses; lump-sum
severance pay (other than vacation pay paid after employment terminates);
commissions; shift differential; disability income pay; over 40 hours pay; ATM
service pay; all payments in the form of contributions to or benefits paid from
insurance (including imputed income from employer paid group term life
insurance), workers' compensation or unemployment compensation programs;
payments in the form of gifts or reimbursements for expenses; amounts paid with
respect to this plan or any other plan of deferred compensation to which the
Company contributes; and all other extraordinary and supplemental payments or
compensation.

          Compensation means the amount defined herein before reduction by
payroll deduction amounts, under this plan and other plans, which are not
includable in the Participant's gross income.

     (e)  Participating Compensation.  "Participating Compensation" means
Compensation received for services performed while a Participant, under the
provisions of Article 3, during the Plan Year.

4.2  Matching Credits.

     The Participant shall earn a matching credit for each payroll period for
which the Participant makes a payroll deduction pursuant to this plan and does
not earn the maximum matching contribution for that payroll period in the Old
Kent Thrift Plan.  The matching credit for the payroll period shall be earned at
the same rate that matching contributions are credited in the Old Kent Thrift
Plan for that payroll period applied to the elective deferral credits in this
plan, up to a maximum matching credit of 3% of Participating Compensation,
reduced by the amount of any matching contribution credited to the Participant
in the Old Kent Thrift Plan for the payroll period.  The limit of 3% of
Participating Compensation less contributions to the Old Kent Thrift Plan also
shall apply in the aggregate for each Plan Year.

                                   ARTICLE 5

                          Accounting; Earnings Credits

5.1  Accounting Records.

     The Administrator shall maintain separate accounting records for each
Participant.  One accounting record, the Participant's "Elective Deferral

                                      -6-
Credits Account," shall be maintained for and credited with the Participant's
elective deferral credits plus the earnings credits on the elective deferral
credits described below.  A separate accounting record, the Participant's
"Matching Credits Account," shall be maintained with respect to matching credits
for the Participant and earnings credits on the Participant's matching credits.

5.2  Timing of Credits.

     Elective deferral credits shall be credited to the Participant's Elective
Deferral Credits Account as of the end of the month which includes the payroll
dates on which the corresponding amounts were deducted from Participating
Compensation.  Matching credits shall be credited to the Participant's Matching
Credits Account as of the end of the month which includes the payroll dates on
which each matching credit was earned.

5.3  Earnings Credits and Debits.

     The amount credited to a Participant's Elective Deferral Credits Account
and Matching Credits Account (including prior earnings credits) as of the
beginning of each Valuation Period also shall be credited with an earnings
credit or debit for such Valuation Period.  The amount of the earnings credit
shall be an adjustment on the Valuation Date equal to the increase or decrease
which would have occurred if the value of the account as of the beginning of the
Valuation Period increased by one-half of the monthly additions (elective
deferral credits or matching credits, whichever applies) to the account as of
the end of each month in the Valuation Period and reduced by the amount of any
distribution during the Valuation Period had been invested in the fund at the
beginning of the Valuation Period and withdrawn on the Valuation Date.  For this
purpose fund means the fund (or funds) chosen by the Participant to be the
investment reference pursuant to Section 5.4.

     Earnings credits shall continue to accrue after a Participant's employment
has terminated and until all amounts due hereunder have been paid in full. 
Earnings credits shall not apply to amounts paid or forfeited during a Valuation
Period.

5.4  Funds.

     Effective January 1, 1991, earnings credits shall be measured and
determined under the following rules:

     (a)  Choices.  Each Participant may direct that each of the Participant's
accounts be treated as if invested in one or more of the following funds:

                                      -7-
          (i)  Savings Fund.  The "Savings Fund" which consists of
     investments similar to those in the savings fund offered in the Old
     Kent Thrift Plan.

          
         (ii)  Diversified Equity Fund.  The "Diversified Equity Fund"
     which consists of investment units in a fund similar to the
     diversified equity fund offered in the Old Kent Thrift Plan.

          
         (iii) Short Term Bond Fund.  The "Short Term Bond Fund" which
     consists of investments similar to those in the short term bond fund
     offered in the Old Kent Thrift Plan.

     (b)  Frequency.  A Participant may change a direction with respect to
existing account balances and with respect to future credits as of the first day
of a Valuation Period.  Any change in the investment reference by the
Participant shall be effective not earlier than the first day of the next
Valuation Period following the date on which the change is made.

     (c)  Written Direction.  The direction shall be made by the Participant on
a form provided for that purpose at least 30 days prior to the first day of the
Valuation Period.  A direction shall be effective on the first day of the next
Valuation Period only when signed by the Participant and filed with the
Administrator, and the direction shall continue to be in effect until it is
revoked or modified in the same manner.

     (d)  No Written Direction.  In the absence of written direction by a
Participant, the Savings Fund shall be used as the investment reference for all
of the Participant's accounts under this plan.

     (e)  Additional Terms and Conditions.  The Administrator may formulate
additional terms and conditions for direction by the Participant as necessary or
appropriate.

                                   ARTICLE 6

                                    Vesting

6.1  Elective Deferral Credits Account.

     The right to be paid an amount equal to the sum of the credits in the
Participant's Elective Deferral Credits Account, including earnings credits in
the account, shall not be subject to forfeiture for any reason.

                                      -8-
6.2  Earnings Credits in Matching Credits Account.

     The right to be paid an amount equal to the sum of the Participant's
earnings credits in the Participant's Matching Credits Account shall not be
subject to forfeiture for any reason.

6.3  Matching Credits.

     The right to be paid an amount equal to the sum of the Participant's
matching credits in the Participant's Matching Credits Account shall be subject
to forfeiture under either of the following circumstances:

     (a)  Five Year Requirement.  Matching credits shall be forfeited in the
event of termination of employment for any reason other than death prior to
completion of at least five years of service which would qualify as vesting
credit service under the Old Kent Thrift Plan or attainment of age 55.

     (b)  Forfeiture for Cause.  Notwithstanding the Participant's age or length
of service, if a Participant is discharged, or resigns, for cause, the right to
payment of amounts identified as the Participant's matching credits shall be
forfeited.  The Participant shall be deemed to have been discharged or to have
resigned for cause if the Participant's employment with the Employer terminates
due to or in conjunction with the commission of any criminal act injurious to
the Employer, any act evidencing fraud or dishonesty on the part of the
Participant or any intentional damaging of the property, assets and/or business
reputation of the Employer.

          The existence of cause shall be established by the Administrator.  The
determination by the Administrator shall be subject to a claims procedure
substantially the same as the claims procedure available under the Old Kent
Thrift Plan.  If the existence of cause, as defined in the preceding paragraph,
is determined by the Administrator subsequent to termination of the
Participant's employment, such termination of employment retroactively shall be
deemed to have been discharge or resignation for cause and to result in the
specified forfeiture.  In such event, the amount of the forfeiture may be offset
against any amounts remaining unpaid pursuant to this plan and any excess which
cannot be forfeited by offset may be recovered by OKFC from the Participant, the
Participant's Beneficiary and/or the Participant's estate, legal
representatives, heirs and assigns.

                                      -9-
                                   ARTICLE 7

                            Payments to Participants

7.1  Event of Distribution.

     If the Participant's employment terminates for any reason, all amounts
credited to the Participant shall be distributed at  the time and in the manner
specified herein. A transfer of employment to OKFC or any subsidiary of OKFC is
not a termination of employment.

7.2  Form of Payment.

     At the time of the initial irrevocable election to defer Compensation under
this plan, each Participant shall irrevocably elect a form of payment.  The
following forms of payment may be elected by a Participant:

     (a)  Lump Sum.  A single lump-sum payment of the entire amount promised
under this plan, or

     (b)  Installments.  Payment of the entire amount promised under this plan
in not more than 10 annual installments.

     If the total amount to be distributed does not exceed $3,500, the
Participant shall be paid a lump-sum payment under (a) above.

     If the Participant fails to make an election of a form of payment by the
required date, the Participant shall be paid a lump-sum payment.

7.3  Amount of Payment.

     Except to the extent matching credits are forfeited under Article 6, the
Participant shall be paid an amount which is the sum of the Participant's
Elective Deferral Credits Account plus the Participant's Matching Credits
Account and earnings credits in the Participant's Elective Deferral Credits
Account and Matching Credits Account.  The amount to be distributed shall be
determined as follows:

     (a)  Lump Sum.  For a lump sum distribution, the total amount to be
distributed shall be determined as of the Valuation Date preceding the date of
payment.

     (b)  Installments.  If payment is in installments, the initial amount to be
distributed shall be the total amount due as of the most recent Valuation Date
preceding the initial payment divided by the number of installment payments

                                      -10-
elected.  Future installments shall be determined by dividing the total amount
remaining unpaid as of the most recent Valuation Date preceding the date of
payment by the remaining number of annual installment payments.

     With respect to a lump-sum payment or each installment payment, there shall
be no earnings credit or other adjustment except an applicable forfeiture, for
the period from the Valuation Date preceding the date of payment to the date of
payment.

7.4  Manner of Payment.

     Payments shall be paid wholly in cash directly by the Employer or
indirectly through a grantor trust (owned or maintained by the Employer) to the
Participant or the Participant's Beneficiary.  If a trust is established, the
Employer shall not be relieved of its obligation and liability to pay the
benefits of this plan except to the extent payments are actually made from the
trust.

7.5  Time of Payment.

     A lump-sum payment or an initial installment payment shall be made on March
1 following the end of the calendar year in which the Participant's employment
terminates.  Later installment payments shall be made on March 1 following the
end of each subsequent calendar year until the total amount to be distributed
under this plan is distributed.

7.6  Death.

     (a)  Payment to Beneficiary.  If the Participant dies prior to payment of
all amounts due under the plan, payment of all remaining amounts shall be made
to the Participant's Beneficiary.  Payments to a Beneficiary following a
Participant's death shall be in the form elected by the Participant and shall be
made or shall begin on the date specified in Section 7.5.  At the time of the
initial irrevocable election to defer Compensation under this plan, the
Participant may designate a form of payment following the Participant's death
which is different from the form of payment during the Participant's lifetime.

     (b)  Payment to Estate.  If payment is to be made to the estate of a
Participant, payment shall be made in a lump sum 90 days after the date of the
Participant's death.

     (c)  Generation-Skipping Transfer Tax.  Notwithstanding any other provision
in this plan or any related trust agreement, OKFC may withhold or direct the
trustee to withhold any benefits payable to a Beneficiary as a result of the
death of a Participant or any other Beneficiary until it can be determined

                                      -11-
whether a generation-skipping transfer tax, as defined in Chapter 13 of the
Code, or any substitute provision therefor, is payable by OKFC or the trustee
and the amount of generation-skipping transfer tax, including interest, that is
due.  If such tax is payable, the benefits otherwise payable hereunder shall be
reduced by an amount equal to the generation-skipping transfer tax and interest.
Any benefits withheld shall be payable as soon as there is a final determination
of the applicable generation-skipping transfer tax and interest.  No interest
shall be payable to any Beneficiary for the period from the date of death to the
time when the amount of benefits payable to a Beneficiary can be fully
determined pursuant to this paragraph.

                                   ARTICLE 8

                               General Provisions

8.1  Amendment; Termination.

     Old Kent Financial Corporation reserves the right to amend this plan
prospectively or retroactively, or to terminate this plan, provided that an
amendment or termination may not reduce or revoke the accrued amounts (less any
applicable forfeitures) promised to be paid to Participants as of the later of
the date of adoption of the amendment or the effective date of the amendment or
termination.

     Upon termination of this plan, the accounts of affected Participants shall
become nonforfeitable.  The Participant's accounts shall be administered and
distributed in accordance with the provisions of this plan.

8.2  Employment Relationship.

     Nothing in this plan shall be construed as creating a contract of
employment between the Employer and any Participant or otherwise conferring upon
any Participant or other person a legal right to continuation of employment or
any rights other than those specified herein.  This plan shall not limit or
affect the right of the Employer to discharge or retire a Participant.

8.3  Rights Not Assignable.

     Except for designation of a Beneficiary, amounts promised hereunder shall
not be subject to assignment, conveyance, transfer, anticipation, pledge,
alienation, sale, encumbrance, or charge, whether voluntary or involuntary, by
the Participant or any Beneficiary of the Participant, even if directed under a
qualified domestic relations order or other divorce order.  An interest in an
amount promised shall not provide collateral or security for a debt of a

                                      -12-
Participant or Beneficiary or be subject to garnishment, execution, assignment,
levy, or to another form of judicial or administrative process or to the claim
of a creditor of a Participant or Beneficiary, through legal process or
otherwise.  Any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge, or to otherwise dispose of benefits payable, before actual
receipt of the benefits, or a right to receive benefits, shall be void and shall
not be recognized.

8.4  Unsecured Creditor Status.

     A Participant shall be an unsecured general creditor of the Employer as to
the payment of any benefit under this plan.  The right of any Participant or
Beneficiary to be paid the amount promised in this plan shall be no greater than
the right of any other general, unsecured creditor of the Employer.

8.5  No Trust or Fiduciary Relationship.

     Nothing contained in this plan shall be deemed to create a trust or
fiduciary relationship of any kind for the benefit of any Participant or
Beneficiary.

8.6  Construction.

     The singular includes the plural, and the plural includes the singular,
unless the context clearly indicates the contrary.  Capitalized terms (except
those at the beginning of a sentence or part of a heading) have the meaning
specified in this plan.  If a capitalized term is not defined in this plan, the
term shall have, for purposes of this plan, the stated definitions of those
terms in the Old Kent Thrift Plan as amended from time to time.

8.7  Unfunded Plan.

     This shall be an unfunded plan within the meaning of ERISA.  Benefits
provided herein shall consist solely of aggregate unfunded credits which are the
sum of elective deferrals, matching credits and earnings credits and shall
constitute only an unsecured contractual promise to pay in accordance with the 
terms of this plan by the Employer.

Rev. 1/14/91

                                      -13-
                                   EXHIBIT 5

                               OPINION OF COUNSEL

                                 March 29, 1994

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Old Kent Financial Corporation
       
      Executive Thrift Plan

Dear Ladies and Gentlemen:

          As general counsel for Old Kent Financial Corporation, a Michigan
corporation (hereinafter called the "Company"), we have examined and are
familiar with the Company's  Executive Thrift Plan (the "Plan") and other
corporate records and documents and have made such further examination as we
have deemed necessary or advisable in order to enable us to render this opinion.

          Based upon the foregoing, we are of the opinion that the Deferred
Compensation Obligations of the Company under the Plan, when incurred in the
manner described in its Form S-8 Registration Statement, are and will be legally
issued, fully paid, non-assessable, binding obligations of the Company.  It is
further our opinion that the provisions of the Plan comply with all requirements
of the Employee Retirement Income Security Act of 1974, as amended, pertaining
to such provisions.

          We hereby consent to the filing of this opinion and consent as an
exhibit to the Registration Statement on Form S-8 covering the Deferred
Compensation Obligations to be issued pursuant to the Executive Thrift Plan.

                                   WARNER, NORCROSS & JUDD

                                   By /s/ Gordon R. Lewis 
                                       A Partner

                                   EXHIBIT 23(a)

                     CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

          As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
January 18, 1994, included in Old Kent Financial Corporation's Form 10-K for the
year ended December 31, 1993, and to all references to our firm included in this
Registration Statement.

                                   /s/ Arthur Anderson & Company 
                                   ARTHUR ANDERSON & COMPANY

Chicago, Illinois

March 29, 1994

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 17, 1994                        /s/ John M. Bissell 
                                        John M. Bissell

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 17, 1994                        /s/ John D. Boyles 
                                        John D. Boyles

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 17, 1994                        /s/ John C. Canepa 
                                        John C. Canepa

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 25, 1994                        /s/ Earl D. Holton 
                                        Earl D. Holton

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 17, 1994                        /s/ Michael J. Jandernoa 
                                        Michael J. Jandernoa

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 17, 1994                        /s/ John P. Keller 
                                        John P. Keller

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 25, 1994                        /s/ Jerry K. Myers 
                                        Jerry K. Myers

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 17, 1994                        /s/ William U. Parfet 
                                        William U. Parfet

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 17, 1994                        /s/ Robert L. Sadler 
                                        Robert L. Sadler

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 17, 1994                        /s/ Peter F. Secchia 
                                        Peter F. Secchia

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 17, 1994                        /s/ B. P. Sherwood, III 
                                        B. P. Sherwood, III

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 17, 1994                        /s/ Martha L. Thornton 
                                        Martha L. Thornton

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 17, 1994                        /s/ David J. Wagner 
                                        David J. Wagner

                                             Executive Thrift Plan

                                   EXHIBIT 24

                               POWER OF ATTORNEY

          The undersigned appoints JOHN C. CANEPA, MARTIN J. ALLEN, JR., and
RICHARD W. WROTEN or CHARLES W. JENNINGS, JR., and any of them severally, the
undersigned's attorneys or attorney to execute in the undersigned's name and on
behalf of the undersigned, in the undersigned's capacity as a director or
officer, or both, as the case may be, of Old Kent Financial Corporation, a
Form S-8 Registration Statement of Old Kent Financial Corporation for the Old
Kent Executive Thrift Plan, all pre-effective and post-effective amendments to
this registration statement, and all instruments necessary or incidental in
connection with it, and to file the registration statement with the Securities
and Exchange Commission.  Each of the attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned, in all
capacities, every act required or necessary to be done as fully and to all
intents and purposes as the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of the attorneys and each of
them.

Date                                    Signature

January 4, 1994                         /s/ Richard W. Wroten 
                                        Richard W. Wroten
                                        Officer