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 April 29, 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)

                              1994 STOCK OPTION PLAN FOR
                                EDGEMARK OPTIONHOLDERS
                               (Full title of the plan)

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

                                    (616) 771-5808
            (Telephone number, including area code, of agent for service)
     <TABLE>
                           CALCULATION OF REGISTRATION FEE
     <CAPTION>
     Title of     Amount        Proposed    Proposed        Amount        
     Securities    to be        Maximum     Maximum         of            
     to be        Registered    Offering    Aggregate       Registration
     Registered                 Price Per   Offering        Fee
                                Unit(2)     Price
     <S>           <C>         <C>         <C>             <C>           
      Common Stock  154,529(1)  $15.45(2)   $2,386,703(3)   $823
      $1 Par Value



     <FN>
     (1)  Plus such indeterminate number of additional shares as may be required
          to be issued in the event of an adjustment as a result of an increase
          in the number of issued shares of Common Stock resulting from a
          subdivision of such shares, the payment of stock dividends or certain
          other capital adjustments.
     (2)  Average offering price per unit.  The offering price per unit is
          based on the contractual option exercise prices, which varies by
          option.
     (3)  Aggregate option exercise price.
</TABLE>
_______________________________________________________________________________
_______________________________________________________________________________









































                                       PART II.

                        INFORMATION NOT REQUIRED IN PROSPECTUS


     Item 3.   Incorporation of Documents by Reference.

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

               (a)  The registrant's latest annual report filed pursuant to
          Section 13(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.

               Not applicable.


     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 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

                                         -2-

     (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.

     Item 7.   Exemption From Registration Claimed.

               Not Applicable.

     Item 8.   Exhibits.

               4(a)      1994 Stock Option Plan for EdgeMark Optionholders

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


                                         -3-
               4(c)      Bylaws.  Previously filed as an exhibit to the
                         Registrant's Form 10-K Annual Report for its fiscal
                         year ended December 31, 1993.  Here incorporated by
                         reference.

               5         Opinion of Counsel.

               23(a)     Consent of Independent
                         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.

                    (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


                                         -4-
               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.















                                         -5-

                                      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 April 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:  April 29, 1994              /s/ John M. Bissell* 
                                        John M. Bissell
                                        Director


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


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


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

                                         -6-

          Date                          Name and Title


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


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



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


     Date:  April 29, 1994              /s/ Percy A. Pierre* 
                                        Percy A. Pierre
                                        Director


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


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


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












                                         -7-

          Date                          Name and Title


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


     Date:  April 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)



































                                         -8-

                                    EXHIBIT INDEX
     <TABLE>
     <CAPTION>
                                                                      Page 
     Number            Exhibit                                        Number
     <S>              <C>                                             <C>
          4(a)         1994 Stock Option Plan for                     10
                       EdgeMark Optionholders

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

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

          5            Opinion of Counsel.                            18

          23(a)        Consent of Independent                         19
                       Public Accountants.

          23(b)        Consent of Counsel.  (See                      18
                       Exhibit 5)

          24           Powers of Attorney.                            20

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















                                         -9-

                                     EXHIBIT 4(a)

                            OLD KENT FINANCIAL CORPORATION

                  1994 Stock Option Plan for EdgeMark Optionholders


          1.   Establishment of Plan.  Old Kent Financial Corporation ("Old
     Kent") proposes to allow existing holders of options in EdgeMark Financial
     Corporation ("EdgeMark") to convert those options into options ("Options")
     to purchase shares of common stock of Old Kent ("Common Stock") pursuant to
     a certain Agreement and Plan of Merger in connection with the acquisition
     of EdgeMark by Old Kent (the "Merger").  The Options will be held pursuant
     to the terms and conditions set forth herein and known as the 1994 Old Kent
     Financial Corporation Stock Option Plan for EdgeMark Optionholders (the
     "Plan").


          2.   Purpose of the Plan.  The purpose of the Plan is to promote the
     interests of Old Kent Financial Corporation and its shareholders and to
     fulfill the conditions of Section 5.7 of the Agreement and Plan of Merger
     referenced above.  The Plan will provide its participants with an
     opportunity to acquire a proprietary interest in Old Kent's business and to
     thereby increase the participants' incentive to improve the operations and
     increase the profits of Old Kent.


          3.   Shares Subject to Plan.  The number of shares subject to this
     Plan shall be the number of shares of EdgeMark subject to options
     outstanding on the date of the Merger (a table of the current outstanding
     options is attached as Schedule A) multiplied by the Conversion Ratio
     pursuant to the Agreement and Plan of Merger, subject to adjustment as
     provided in Section 11 of the Plan.  Such shares shall be authorized shares
     and may be either unissued or treasury shares.


          4.   Administration by Committee.

               (a)  The Plan shall be administered by a committee (the
          "Committee") consisting of the members of the Personnel Committee
          of the Board of Directors of Old Kent (the "Board") or,
          alternatively, at the discretion of the Board, the Board may
          appoint a stock option plan committee consisting of not less than
          two nor more than five members to administer the Plan.  All
          Committee members shall be disinterested directors qualified to
          serve pursuant to Rule 16b-3 under Section 16 of the Securities
          Exchange Act of 1934 as amended and in effect from time to time.

               (b)  The Committee shall have full power and authority to
          interpret the provisions of the Plan and to supervise the
          administration of the Plan.  All determinations made by the
          Committee regarding the Plan shall be final and conclusive. 
          Options may be amended by the Committee consistent with the Plan,
          provided that no such amendment may become effective without the
          consent of a participant unless such amendment operates solely to
          the participant's benefit.

               (c)  Subject to the terms of the Option Agreements,
          permitting delivery or withholding of Common Stock to satisfy tax
          withholding obligations pursuant to this Plan shall be entirely
          within the discretion of the Committee.

               (d)  The expenses of administering this Plan shall be borne
          by Old Kent.  The Committee shall hold its meetings at such times
          and places as it deems advisable.  Action may be taken by a
          written instrument signed by all of the members of the Committee,
          and any action so taken shall be as fully effective as if it had
          been taken at a meeting duly called and held.  The Committee
          shall make such rules and regulations for the conduct of its
          business as it deems advisable.  The members of the Committee
          shall be paid normal committee fees.


          5.   Eligibility.  The existing optionholders of options for stock in
     EdgeMark shall be the only recipients of Options under this Plan.  Upon
     consummation of the Merger, existing options for EdgeMark shares, as
     amended, shall automatically become Options for Common Stock under this
     Plan, and the Merger shall not be deemed a change in control causing the
     Options to be no longer exercisable.


          6.   Number of Shares and Option Price.  The number of shares of
     Common Stock that may be acquired by each participant is equal to the
     number, rounded down to the next whole number, determined by multiplying
     the Conversion Ratio (pursuant to the Agreement and Plan of Merger) by the
     number of shares of EdgeMark that the participant was entitled to acquire
     under his or her option.  The price per share ("Option Price") shall be
     equal to the price, rounded to two decimal places, determined by dividing
     the aggregate option price for all of the shares subject to the existing
     option for EdgeMark shares by the number of shares of Common Stock of Old
     Kent that may be acquired.


          7.   Terms and Conditions of Options.  Each Option is a "Nonqualified"
     option, that is not qualified as an incentive stock option under
     Section 422 of the Internal Revenue Code, and shall be evidenced by the
     written option agreement in effect at the date of Merger, as amended (the
     "Option Agreement"), and the following terms and conditions:

               (a)  Number of Shares.  Each Optionholder shall be notified
          following the Merger of the revised number of shares and Option
          Price as determined under Section 6.

               (b)  Time of Payment.  The Option Price for each share
          purchased pursuant to an Option granted under the Plan shall be
                                         -2-

          payable in full upon exercise, through the form of payment
          provided for in Section 7(c) or, where applicable, Section 7(d).

               (c)  Payment With Cash.  The Option Price shall be paid in
          cash as further described in Section 7(f), unless otherwise
          provided for in Section 7(d).

               (d)  Payment With Stock or Other Consideration. When
          permitted by the Option Agreement, shares of Common Stock
          delivered in payment of the Option Price shall be valued at their
          Market Value.  For purposes of this Plan, "Market Value" shall
          mean the last sale price of the Common Stock as reported on the
          NASDAQ National Market System on the day preceding the date of
          exercise, or, if the last sale price of shares of Common Stock is
          not so reported on that date, then at a fair market value
          determined by the Committee by any reasonable method selected by
          it in good faith.  Old Kent may make appropriate arrangements
          with a broker or other institution to receive sale or loan
          proceeds in the amount of the exercise price upon delivery of an
          appropriate irrevocable exercise notice and instructions to
          promptly deliver the sale or loan proceeds to Old Kent.  The
          delivery of such notice and instructions shall be deemed
          conditional payment of the purchase price authorizing delivery of
          the shares by Old Kent.

               (e)  Duration and Limits on Exercise of Options. Each Option
          shall be exercisable in whole or in part in such amounts and at
          or after such dates or upon such conditions as may be specified
          in the Option Agreement.  Unless otherwise provided in the Option
          Agreement, an Option shall be deemed outstanding until it either
          expires or is exercised in full.  No Option may be exercised for
          a fractional share of Common Stock.

               (f)  Manner of Exercise of Options.  Options shall be
          exercised by the delivery of written notice to Old Kent setting
          forth the number of shares of Common Stock with respect to which
          the Option is to be exercised, together with cash in an amount
          equal to the Option Price of such shares of Common Stock, or if
          the terms of the Option Agreement permit, by exchanging shares of
          Common Stock owned by the participant, so long as the exchanged
          shares of Common Stock plus cash paid, if any, have a total
          Market Value equal to the Option Price for the shares of Common
          Stock to be acquired upon exercise of the Option.  The written
          notice will also specify the address to which the certificates
          for the shares are to be mailed.  Whenever an Option is exercised
          by exchanging shares of Common Stock owned by the participant,
          the participant shall deliver to Old Kent certificates registered
          in the name of such participant representing a number of shares
          of Common Stock legally and beneficially owned by such
          participant, free of all liens, claims, and encumbrances of every
          kind, accompanied by stock powers duly endorsed in blank by the
          record holder of the shares represented by such certificates. 
                                         -3-

          Such notices, certificates, and stock powers may be delivered in
          person to the Secretary of Old Kent or his designee, or may be
          sent by registered mail, return receipt requested, to such
          officer of Old Kent, in which case delivery shall be deemed made
          on the date such notice is deposited in the mail.  As promptly as
          practicable after receipt of such written notification and
          payment, Old Kent shall deliver to the participant certificates
          for the number of shares of Common Stock with respect to which
          such Option has been so exercised, issued in the participant's
          name; provided, that such delivery shall be deemed effected for
          all purposes when a stock transfer agent of Old Kent shall have
          deposited such certificates in the United States mail, addressed
          to the participant, at the address specified pursuant to this
          Section 7(f).

               (g)  Committee Discretion.  An Option Agreement need not
          contain provisions identical to or similar to other Option
          Agreements.  The Committee may, in its discretion, vary among
          participants and among Options granted to the same participant
          any and all of the terms and conditions of Options granted under
          the Plan.


          8.   No Rights as Shareholder.  A participant shall have none of the
     rights of a shareholder of Old Kent until shares of Common Stock are issued
     to him, and no adjustment will be made for dividends or other rights for
     which the record date is prior to the date such stock certificate is
     issued.


          9.   Transferability of Shares.  To assure compliance with applicable
     federal and state securities laws, Old Kent may legend any certificate
     representing shares issued pursuant to the exercise of an Option with an
     appropriate restrictive legend, and may also issue appropriate stop
     transfer instructions to its transfer agent with respect to such shares.


         10.   Termination of Employment.

               (a)  If a participant is no longer employed by Old Kent or
          any of its subsidiaries, for any reason, the participant or his
          or her successor in interest may exercise his or her Options, if
          at all, only in accordance with their terms.  For purposes of the
          Plan, the following shall not be deemed a termination of
          employment:  (i) a transfer of an employee from Old Kent to any
          subsidiary; (ii) a leave of absence, duly authorized in writing
          by Old Kent, for military service or for any other purpose
          approved by Old Kent if the period of such leave does not exceed
          90 days; and (iii) a leave of absence in excess of 90 days, duly
          authorized in writing by Old Kent, provided the employee's right
          to reemployment is guaranteed either by statute or contract.

                                         -4-

               (b)  Nothing in the Plan or in any Option Agreement shall
          interfere with or limit in any way the right of Old Kent or any
          of its subsidiaries to terminate a participant's employment at
          any time, nor confer upon any participant any right to continue
          in the employ of Old Kent or any subsidiary.


          11.  Changes in Old Kent's Capital Structure.

               (a)  No Effect on Corporate or Shareholder Action. The
          existence of outstanding Options shall not affect in any way the
          right or power of Old Kent or its shareholders to make or
          authorize any or all adjustments, recapitalizations,
          reorganizations, or other changes in Old Kent's capital structure
          or its business, or any merger or consolidation of Old Kent, or
          any issue of bonds, debentures, preferred or prior preference
          stock ahead of or affecting the Common Stock or the rights
          thereof, or the dissolution or liquidation of Old Kent, or any
          sale or transfer of all or any part of its assets or business, or
          any other corporate act or proceeding, whether of a similar
          character or otherwise.

               (b)  Uncompensated Change in Capital Structure.  If Old Kent
          shall effect a subdivision or consolidation of shares or other
          capital readjustment, the payment of a stock dividend, the
          distribution of a stock split, or other increase or reduction in
          the number of shares of the Common Stock outstanding, without
          receiving compensation therefor in money, services, or property,
          then both of the following modifications shall be made:

                    (i)  the number, class, and per share Option Price of
               shares of Common Stock subject to outstanding Options shall
               be appropriately adjusted. After adjustment, the participant
               shall be entitled to receive upon exercise of an Option for
               the same aggregate cash consideration, the same total number
               and class of shares as the participant would have received
               upon the adjustment, assuming exercise of the Option in full
               immediately prior to the event requiring the adjustment;

                    (ii) the number and class of shares then authorized and
               reserved for issuance under the Plan shall be adjusted by
               substituting for the total number and class of shares of
               Common Stock then authorized and reserved that number and
               class of shares of Common Stock that would have been
               received by the owner of an equal number of outstanding
               shares of each class of Common Stock as the result of the
               event requiring the adjustment.

               (c)  Merger Where Old Kent Survives.  After a merger of one
          or more corporations into Old Kent, or after a consolidation of
          Old Kent and one or more corporations in which Old Kent shall be
          the surviving corporation, each holder of an outstanding Option
                                         -5-

          shall be entitled upon exercise of such Option to receive the
          number and class of shares of stock, or other property to which
          such holder would have been entitled pursuant to the terms of the
          agreement of merger or consolidation if, immediately prior to
          such merger or consolidation, such holder had been the holder of
          record of the number and class of shares of Common Stock equal to
          the number and class of shares as to which such Option shall be
          so exercised.  This entitlement shall be at no additional cost to
          the participant.  Modifications under this subsection (c) may be
          subject to required action by shareholders.  The stock or other
          property to which the participant is entitled under this
          subsection (c) shall be in lieu of the number and class of shares
          as to which such Option would have been so exercisable in the
          absence of such triggering event.

               (d)  Merger Where Old Kent Does Not Survive.  If Old Kent is
          merged into or consolidated with another corporation under
          circumstances where Old Kent is not the surviving corporation, or
          if Old Kent is liquidated, or sells or otherwise disposes of
          substantially all of its assets to another corporation while
          unexercised Options remain outstanding under the Plan:

                    (i)  subject to the provisions of clause (iii) below,
               after the effective date of such merger, consolidation,
               liquidation, or sale, as the case may be, each holder of an
               outstanding Option shall be entitled, upon exercise of such
               Option, to receive, in lieu of shares of the Common Stock,
               shares of such stock or other property as the holders of
               shares of such class of Common Stock received pursuant to
               the terms of the merger, consolidation, liquidation, or
               sale;

                    (ii) the Board may waive any limitations so that all
               Options, from and after a date prior to the effective date
               of such merger, consolidation, liquidation, or sale, as the
               case may be, specified by the Board, shall be exercisable in
               full; and

                   (iii) unless the terms of the Option Agreements provide
               otherwise, all outstanding Options may be canceled by the
               Board as of the effective date of any such merger,
               consolidation, liquidation, or sale provided that notice of
               such cancellation shall be given to each holder of an Option
               at least 10 days prior to the effective date of the merger.

               (e)  No Adjustment.  Except as expressly provided, the issue
          by Old Kent of shares of stock of any class, or securities
          convertible into shares of stock of any class, for cash or
          property, or for labor or services either upon direct sale or
          upon the exercise of rights or warrants to subscribe therefor, or
          upon conversion of shares or obligations of Old Kent convertible
          into such shares or other securities, shall not affect, and no
                                         -6-

          adjustment by reason thereof shall be made with respect to, the
          number, class, or Option Price of shares of Common Stock then
          subject to outstanding Options.


         12.   Tax Withholding.  Old Kent or a subsidiary shall make such
     provisions as it deems appropriate for the withholding of any taxes
     determined to be required to be withheld in connection with the grant or
     exercise of Options.  As a condition to the issuance of shares of Common
     Stock pursuant to the Plan, a participant must authorize Old Kent to
     withhold in accordance with applicable law from any regular cash
     compensation payable to him any taxes required to be withheld by Old Kent
     under federal, state, or local law as a result of his exercise of an Option
     under the Plan.  Alternatively, the delivery of certificates upon the
     exercise of Options may, in the discretion of the Committee, be conditioned
     upon payment to Old Kent by the person exercising such Option of the
     amount, determined by Old Kent, of any withholding tax liability of Old
     Kent resulting from such exercise.  Such provision may include, with the
     Committee's consent, withholding of or delivery of shares of Common Stock
     valued at the same time and in the same manner as the shares giving rise to
     the withholding obligation.


         13.   Indemnification.  Each person who is or shall have been a member
     of the Committee shall be indemnified and held harmless by Old Kent from
     and against any cost, liability, or expense imposed or incurred in
     connection with such person's or the Committee's taking or failing to take
     any action under the Plan to the full extent permitted by Old Kent's
     Articles of Incorporation and Bylaws.  Each such person shall be justified
     in relying on information furnished in connection with the Plan's
     administration by any appropriate person or persons.  This right of
     indemnification shall inure to the benefit of the heirs, executors, or
     administrators of each such member of the Committee and shall be in
     addition to all other rights to which such member of the Committee may be
     entitled as a matter of law, contract, or otherwise.


         14.   Effective Date of Plan.  This Plan shall take effect as of the
     consummation of the Merger.


         15.   Amendment.  The Board may terminate or suspend the Plan at any
     time, or may from time to time amend the Plan as it deems proper and in the
     best interests of Old Kent, provided that without shareholder approval no
     such amendment may materially increase either the benefits to participants
     under the Plan or the number of shares that may be issued under the Plan,
     materially modify the eligibility requirements, or reduce the Option Price
     (except pursuant to adjustments under Section 11), or without the consent
     of the participant may such amendment impair any outstanding Option except
     according to the terms of the Option.


                                         -7-

                                      Schedule A

                            EDGEMARK FINANCIAL CORPORATION


     <TABLE>
                         SUMMARY OF OUTSTANDING STOCK OPTIONS
     <CAPTION>
     HOLDER       DOCUMENT   GRANTED ON  TYPE          SHARES    PRICE PER SHARE
     <S>          <C>        <C>        <C>           <C>       <C>
     Charles A.   Agreement
     Bruning      8/7/87     12/31/88    Nonqualified  27,139    $13.79

     Charles A.   Agreement
     Bruning      8/18/88    12/31/88    Nonqualified  60,000    $22.00

     Charles A.   Agreement

     Bruning      5/18/89     5/18/89    Nonqualified   3,663    $22.00

     Frank P.     Letter
     Novel        5/31/90     5/17/90    Nonqualified   3,000    $26.00

     Edward J.    Letter
     Kollmann     5/31/90     5/17/90    Nonqualified   3,000    $26.00

     Jean E.      Letter
     Marshall     5/31/90     5/17/90    Nonqualified   3,000    $26.00

     Xiomara C.   Letter
     Metcalfe     5/31/90     5/17/90    Nonqualified   1,000    $26.00

     Robin A.     Letter
     Slas         5/31/90     5/17/90    Nonqualified   2,000    $26.00

     Michael C.   Letter
     Braun        6/22/93     8/19/93    Nonqualified  15,000    $20.00

                                            TOTALS    117,802
     </TABLE>













                                      EXHIBIT 5

                                  OPINION OF COUNSEL

                                    April 29, 1994




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

     Re:  Old Kent Financial Corporation
          1994 Stock Option Plan for EdgeMark Optionholders


     Dear Ladies and Gentlemen:

               As counsel for Old Kent Financial Corporation, a Michigan
     corporation (hereinafter called "Old Kent"), we have examined and are
     familiar with Old Kent's Restated Articles of Incorporation, Bylaws, 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 154,529
     shares of Old Kent Common Stock being registered on Form S-8 under the
     Securities Act of 1933, as amended, are authorized shares of Common Stock,
     and such shares, when issued and delivered pursuant to the Old Kent
     Financial Corporation 1994 Stock Option Plan for EdgeMark Optionholders
     (the "Plan"), will be legally issued, fully paid, and nonassessable.

               We hereby consent to the filing of this opinion and consent as an
     exhibit to the Registration Statement on Form S-8 covering the Common Stock
     to be issued pursuant to the 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 Andersen & Co. 
                                        ARTHUR ANDERSEN & COMPANY





     Chicago, Illinois

     April 28, 1994































                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders


                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ John M. Bissell 
                                             John M. Bissell























                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ John D. Boyles 
                                             John D. Boyles






















                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ John C. Canepa 
                                             John C. Canepa






















                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ Earl D. Holton 
                                             Earl D. Holton






















                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ John P. Keller 
                                             John P. Keller






















                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ Jerry K. Myers 
                                             Jerry K. Myers






















                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ William U. Parfet 
                                             William U. Parfet






















                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/Percy A. Pierre 
                                             Percy A. Pierre






















                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ Robert L. Sadler 
                                             Robert L. Sadler






















                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ Peter F. Secchia 
                                             Peter F. Secchia






















                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ B. P. Sherwood, III 
                                             B. P. Sherwood, III






















                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ David J. Wagner 
                                             David J. Wagner






















                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders



                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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


     April 18, 1994                          /s/ Richard W. Wroten 
                                             Richard W. Wroten
                                             Officer
[{"type": "S-8", "sequence": "1", "description": "OLD KENT S-8", "secsgml_size_bytes": 67112}]
{"company-data": {"conformed-name": "OLD KENT FINANCIAL CORP /MI/", "cik": "0000746969", "assigned-sic": "6022", "irs-number": "381986608", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53391", "film-number": "94525451"}, "business-address": {"street1": "ONE VANDENBERG CTR", "city": "GRAND RAPIDS", "state": "MI", "zip": "49503", "phone": "6167715000"}}
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 April 29, 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)

                              1994 STOCK OPTION PLAN FOR
                                EDGEMARK OPTIONHOLDERS
                               (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
Title of     Amount        Proposed    Proposed        Amount        
     Securities    to be        Maximum     Maximum         of            
     to be        Registered    Offering    Aggregate       Registration
     Registered                 Price Per   Offering        Fee
                                Unit(2)     Price
Common Stock  154,529(1)  $15.45(2)   $2,386,703(3)   $823
      $1 Par Value
(1)  Plus such indeterminate number of additional shares as may be required
          to be issued in the event of an adjustment as a result of an increase
          in the number of issued shares of Common Stock resulting from a
          subdivision of such shares, the payment of stock dividends or certain
          other capital adjustments.
     (2)  Average offering price per unit.  The offering price per unit is
          based on the contractual option exercise prices, which varies by
          option.
     (3)  Aggregate option exercise price.
_______________________________________________________________________________
_______________________________________________________________________________

                                       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.

               Not applicable.

     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 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

                                         -2-

     (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.

     Item 7.   Exemption From Registration Claimed.

               Not Applicable.

     Item 8.   Exhibits.

               4(a)      1994 Stock Option Plan for EdgeMark Optionholders

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

                                         -3-
               4(c)      Bylaws.  Previously filed as an exhibit to the
                         Registrant's Form 10-K Annual Report for its fiscal
                         year ended December 31, 1993.  Here incorporated by
                         reference.

               5         Opinion of Counsel.

               23(a)     Consent of Independent
                         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.

                    (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

                                         -4-
               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.

                                         -5-

                                      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 April 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:  April 29, 1994              /s/ John M. Bissell* 
                                        John M. Bissell
                                        Director

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

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

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

                                         -6-

          Date                          Name and Title

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

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

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

     Date:  April 29, 1994              /s/ Percy A. Pierre* 
                                        Percy A. Pierre
                                        Director

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

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

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

                                         -7-

          Date                          Name and Title

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

     Date:  April 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)

                                         -8-

                                    EXHIBIT INDEX
Page 
     Number            Exhibit                                        Number
4(a)         1994 Stock Option Plan for                     10
                       EdgeMark Optionholders

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

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

          5            Opinion of Counsel.                            18

          23(a)        Consent of Independent                         19
                       Public Accountants.

          23(b)        Consent of Counsel.  (See                      18
                       Exhibit 5)

          24           Powers of Attorney.                            20
*Incorporated by reference.
-9-

                                     EXHIBIT 4(a)

                            OLD KENT FINANCIAL CORPORATION

                  1994 Stock Option Plan for EdgeMark Optionholders

          1.   Establishment of Plan.  Old Kent Financial Corporation ("Old
     Kent") proposes to allow existing holders of options in EdgeMark Financial
     Corporation ("EdgeMark") to convert those options into options ("Options")
     to purchase shares of common stock of Old Kent ("Common Stock") pursuant to
     a certain Agreement and Plan of Merger in connection with the acquisition
     of EdgeMark by Old Kent (the "Merger").  The Options will be held pursuant
     to the terms and conditions set forth herein and known as the 1994 Old Kent
     Financial Corporation Stock Option Plan for EdgeMark Optionholders (the
     "Plan").

          2.   Purpose of the Plan.  The purpose of the Plan is to promote the
     interests of Old Kent Financial Corporation and its shareholders and to
     fulfill the conditions of Section 5.7 of the Agreement and Plan of Merger
     referenced above.  The Plan will provide its participants with an
     opportunity to acquire a proprietary interest in Old Kent's business and to
     thereby increase the participants' incentive to improve the operations and
     increase the profits of Old Kent.

          3.   Shares Subject to Plan.  The number of shares subject to this
     Plan shall be the number of shares of EdgeMark subject to options
     outstanding on the date of the Merger (a table of the current outstanding
     options is attached as Schedule A) multiplied by the Conversion Ratio
     pursuant to the Agreement and Plan of Merger, subject to adjustment as
     provided in Section 11 of the Plan.  Such shares shall be authorized shares
     and may be either unissued or treasury shares.

          4.   Administration by Committee.

               (a)  The Plan shall be administered by a committee (the
          "Committee") consisting of the members of the Personnel Committee
          of the Board of Directors of Old Kent (the "Board") or,
          alternatively, at the discretion of the Board, the Board may
          appoint a stock option plan committee consisting of not less than
          two nor more than five members to administer the Plan.  All
          Committee members shall be disinterested directors qualified to
          serve pursuant to Rule 16b-3 under Section 16 of the Securities
          Exchange Act of 1934 as amended and in effect from time to time.

               (b)  The Committee shall have full power and authority to
          interpret the provisions of the Plan and to supervise the
          administration of the Plan.  All determinations made by the
          Committee regarding the Plan shall be final and conclusive. 
          Options may be amended by the Committee consistent with the Plan,
          provided that no such amendment may become effective without the
          consent of a participant unless such amendment operates solely to
          the participant's benefit.

               (c)  Subject to the terms of the Option Agreements,
          permitting delivery or withholding of Common Stock to satisfy tax
          withholding obligations pursuant to this Plan shall be entirely
          within the discretion of the Committee.

               (d)  The expenses of administering this Plan shall be borne
          by Old Kent.  The Committee shall hold its meetings at such times
          and places as it deems advisable.  Action may be taken by a
          written instrument signed by all of the members of the Committee,
          and any action so taken shall be as fully effective as if it had
          been taken at a meeting duly called and held.  The Committee
          shall make such rules and regulations for the conduct of its
          business as it deems advisable.  The members of the Committee
          shall be paid normal committee fees.

          5.   Eligibility.  The existing optionholders of options for stock in
     EdgeMark shall be the only recipients of Options under this Plan.  Upon
     consummation of the Merger, existing options for EdgeMark shares, as
     amended, shall automatically become Options for Common Stock under this
     Plan, and the Merger shall not be deemed a change in control causing the
     Options to be no longer exercisable.

          6.   Number of Shares and Option Price.  The number of shares of
     Common Stock that may be acquired by each participant is equal to the
     number, rounded down to the next whole number, determined by multiplying
     the Conversion Ratio (pursuant to the Agreement and Plan of Merger) by the
     number of shares of EdgeMark that the participant was entitled to acquire
     under his or her option.  The price per share ("Option Price") shall be
     equal to the price, rounded to two decimal places, determined by dividing
     the aggregate option price for all of the shares subject to the existing
     option for EdgeMark shares by the number of shares of Common Stock of Old
     Kent that may be acquired.

          7.   Terms and Conditions of Options.  Each Option is a "Nonqualified"
     option, that is not qualified as an incentive stock option under
     Section 422 of the Internal Revenue Code, and shall be evidenced by the
     written option agreement in effect at the date of Merger, as amended (the
     "Option Agreement"), and the following terms and conditions:

               (a)  Number of Shares.  Each Optionholder shall be notified
          following the Merger of the revised number of shares and Option
          Price as determined under Section 6.

               (b)  Time of Payment.  The Option Price for each share
          purchased pursuant to an Option granted under the Plan shall be
                                         -2-

          payable in full upon exercise, through the form of payment
          provided for in Section 7(c) or, where applicable, Section 7(d).

               (c)  Payment With Cash.  The Option Price shall be paid in
          cash as further described in Section 7(f), unless otherwise
          provided for in Section 7(d).

               (d)  Payment With Stock or Other Consideration. When
          permitted by the Option Agreement, shares of Common Stock
          delivered in payment of the Option Price shall be valued at their
          Market Value.  For purposes of this Plan, "Market Value" shall
          mean the last sale price of the Common Stock as reported on the
          NASDAQ National Market System on the day preceding the date of
          exercise, or, if the last sale price of shares of Common Stock is
          not so reported on that date, then at a fair market value
          determined by the Committee by any reasonable method selected by
          it in good faith.  Old Kent may make appropriate arrangements
          with a broker or other institution to receive sale or loan
          proceeds in the amount of the exercise price upon delivery of an
          appropriate irrevocable exercise notice and instructions to
          promptly deliver the sale or loan proceeds to Old Kent.  The
          delivery of such notice and instructions shall be deemed
          conditional payment of the purchase price authorizing delivery of
          the shares by Old Kent.

               (e)  Duration and Limits on Exercise of Options. Each Option
          shall be exercisable in whole or in part in such amounts and at
          or after such dates or upon such conditions as may be specified
          in the Option Agreement.  Unless otherwise provided in the Option
          Agreement, an Option shall be deemed outstanding until it either
          expires or is exercised in full.  No Option may be exercised for
          a fractional share of Common Stock.

               (f)  Manner of Exercise of Options.  Options shall be
          exercised by the delivery of written notice to Old Kent setting
          forth the number of shares of Common Stock with respect to which
          the Option is to be exercised, together with cash in an amount
          equal to the Option Price of such shares of Common Stock, or if
          the terms of the Option Agreement permit, by exchanging shares of
          Common Stock owned by the participant, so long as the exchanged
          shares of Common Stock plus cash paid, if any, have a total
          Market Value equal to the Option Price for the shares of Common
          Stock to be acquired upon exercise of the Option.  The written
          notice will also specify the address to which the certificates
          for the shares are to be mailed.  Whenever an Option is exercised
          by exchanging shares of Common Stock owned by the participant,
          the participant shall deliver to Old Kent certificates registered
          in the name of such participant representing a number of shares
          of Common Stock legally and beneficially owned by such
          participant, free of all liens, claims, and encumbrances of every
          kind, accompanied by stock powers duly endorsed in blank by the
          record holder of the shares represented by such certificates. 
                                         -3-

          Such notices, certificates, and stock powers may be delivered in
          person to the Secretary of Old Kent or his designee, or may be
          sent by registered mail, return receipt requested, to such
          officer of Old Kent, in which case delivery shall be deemed made
          on the date such notice is deposited in the mail.  As promptly as
          practicable after receipt of such written notification and
          payment, Old Kent shall deliver to the participant certificates
          for the number of shares of Common Stock with respect to which
          such Option has been so exercised, issued in the participant's
          name; provided, that such delivery shall be deemed effected for
          all purposes when a stock transfer agent of Old Kent shall have
          deposited such certificates in the United States mail, addressed
          to the participant, at the address specified pursuant to this
          Section 7(f).

               (g)  Committee Discretion.  An Option Agreement need not
          contain provisions identical to or similar to other Option
          Agreements.  The Committee may, in its discretion, vary among
          participants and among Options granted to the same participant
          any and all of the terms and conditions of Options granted under
          the Plan.

          8.   No Rights as Shareholder.  A participant shall have none of the
     rights of a shareholder of Old Kent until shares of Common Stock are issued
     to him, and no adjustment will be made for dividends or other rights for
     which the record date is prior to the date such stock certificate is
     issued.

          9.   Transferability of Shares.  To assure compliance with applicable
     federal and state securities laws, Old Kent may legend any certificate
     representing shares issued pursuant to the exercise of an Option with an
     appropriate restrictive legend, and may also issue appropriate stop
     transfer instructions to its transfer agent with respect to such shares.

         10.   Termination of Employment.

               (a)  If a participant is no longer employed by Old Kent or
          any of its subsidiaries, for any reason, the participant or his
          or her successor in interest may exercise his or her Options, if
          at all, only in accordance with their terms.  For purposes of the
          Plan, the following shall not be deemed a termination of
          employment:  (i) a transfer of an employee from Old Kent to any
          subsidiary; (ii) a leave of absence, duly authorized in writing
          by Old Kent, for military service or for any other purpose
          approved by Old Kent if the period of such leave does not exceed
          90 days; and (iii) a leave of absence in excess of 90 days, duly
          authorized in writing by Old Kent, provided the employee's right
          to reemployment is guaranteed either by statute or contract.

                                         -4-

               (b)  Nothing in the Plan or in any Option Agreement shall
          interfere with or limit in any way the right of Old Kent or any
          of its subsidiaries to terminate a participant's employment at
          any time, nor confer upon any participant any right to continue
          in the employ of Old Kent or any subsidiary.

          11.  Changes in Old Kent's Capital Structure.

               (a)  No Effect on Corporate or Shareholder Action. The
          existence of outstanding Options shall not affect in any way the
          right or power of Old Kent or its shareholders to make or
          authorize any or all adjustments, recapitalizations,
          reorganizations, or other changes in Old Kent's capital structure
          or its business, or any merger or consolidation of Old Kent, or
          any issue of bonds, debentures, preferred or prior preference
          stock ahead of or affecting the Common Stock or the rights
          thereof, or the dissolution or liquidation of Old Kent, or any
          sale or transfer of all or any part of its assets or business, or
          any other corporate act or proceeding, whether of a similar
          character or otherwise.

               (b)  Uncompensated Change in Capital Structure.  If Old Kent
          shall effect a subdivision or consolidation of shares or other
          capital readjustment, the payment of a stock dividend, the
          distribution of a stock split, or other increase or reduction in
          the number of shares of the Common Stock outstanding, without
          receiving compensation therefor in money, services, or property,
          then both of the following modifications shall be made:

                    (i)  the number, class, and per share Option Price of
               shares of Common Stock subject to outstanding Options shall
               be appropriately adjusted. After adjustment, the participant
               shall be entitled to receive upon exercise of an Option for
               the same aggregate cash consideration, the same total number
               and class of shares as the participant would have received
               upon the adjustment, assuming exercise of the Option in full
               immediately prior to the event requiring the adjustment;

                    (ii) the number and class of shares then authorized and
               reserved for issuance under the Plan shall be adjusted by
               substituting for the total number and class of shares of
               Common Stock then authorized and reserved that number and
               class of shares of Common Stock that would have been
               received by the owner of an equal number of outstanding
               shares of each class of Common Stock as the result of the
               event requiring the adjustment.

               (c)  Merger Where Old Kent Survives.  After a merger of one
          or more corporations into Old Kent, or after a consolidation of
          Old Kent and one or more corporations in which Old Kent shall be
          the surviving corporation, each holder of an outstanding Option
                                         -5-

          shall be entitled upon exercise of such Option to receive the
          number and class of shares of stock, or other property to which
          such holder would have been entitled pursuant to the terms of the
          agreement of merger or consolidation if, immediately prior to
          such merger or consolidation, such holder had been the holder of
          record of the number and class of shares of Common Stock equal to
          the number and class of shares as to which such Option shall be
          so exercised.  This entitlement shall be at no additional cost to
          the participant.  Modifications under this subsection (c) may be
          subject to required action by shareholders.  The stock or other
          property to which the participant is entitled under this
          subsection (c) shall be in lieu of the number and class of shares
          as to which such Option would have been so exercisable in the
          absence of such triggering event.

               (d)  Merger Where Old Kent Does Not Survive.  If Old Kent is
          merged into or consolidated with another corporation under
          circumstances where Old Kent is not the surviving corporation, or
          if Old Kent is liquidated, or sells or otherwise disposes of
          substantially all of its assets to another corporation while
          unexercised Options remain outstanding under the Plan:

                    (i)  subject to the provisions of clause (iii) below,
               after the effective date of such merger, consolidation,
               liquidation, or sale, as the case may be, each holder of an
               outstanding Option shall be entitled, upon exercise of such
               Option, to receive, in lieu of shares of the Common Stock,
               shares of such stock or other property as the holders of
               shares of such class of Common Stock received pursuant to
               the terms of the merger, consolidation, liquidation, or
               sale;

                    (ii) the Board may waive any limitations so that all
               Options, from and after a date prior to the effective date
               of such merger, consolidation, liquidation, or sale, as the
               case may be, specified by the Board, shall be exercisable in
               full; and

                   (iii) unless the terms of the Option Agreements provide
               otherwise, all outstanding Options may be canceled by the
               Board as of the effective date of any such merger,
               consolidation, liquidation, or sale provided that notice of
               such cancellation shall be given to each holder of an Option
               at least 10 days prior to the effective date of the merger.

               (e)  No Adjustment.  Except as expressly provided, the issue
          by Old Kent of shares of stock of any class, or securities
          convertible into shares of stock of any class, for cash or
          property, or for labor or services either upon direct sale or
          upon the exercise of rights or warrants to subscribe therefor, or
          upon conversion of shares or obligations of Old Kent convertible
          into such shares or other securities, shall not affect, and no
                                         -6-

          adjustment by reason thereof shall be made with respect to, the
          number, class, or Option Price of shares of Common Stock then
          subject to outstanding Options.

         12.   Tax Withholding.  Old Kent or a subsidiary shall make such
     provisions as it deems appropriate for the withholding of any taxes
     determined to be required to be withheld in connection with the grant or
     exercise of Options.  As a condition to the issuance of shares of Common
     Stock pursuant to the Plan, a participant must authorize Old Kent to
     withhold in accordance with applicable law from any regular cash
     compensation payable to him any taxes required to be withheld by Old Kent
     under federal, state, or local law as a result of his exercise of an Option
     under the Plan.  Alternatively, the delivery of certificates upon the
     exercise of Options may, in the discretion of the Committee, be conditioned
     upon payment to Old Kent by the person exercising such Option of the
     amount, determined by Old Kent, of any withholding tax liability of Old
     Kent resulting from such exercise.  Such provision may include, with the
     Committee's consent, withholding of or delivery of shares of Common Stock
     valued at the same time and in the same manner as the shares giving rise to
     the withholding obligation.

         13.   Indemnification.  Each person who is or shall have been a member
     of the Committee shall be indemnified and held harmless by Old Kent from
     and against any cost, liability, or expense imposed or incurred in
     connection with such person's or the Committee's taking or failing to take
     any action under the Plan to the full extent permitted by Old Kent's
     Articles of Incorporation and Bylaws.  Each such person shall be justified
     in relying on information furnished in connection with the Plan's
     administration by any appropriate person or persons.  This right of
     indemnification shall inure to the benefit of the heirs, executors, or
     administrators of each such member of the Committee and shall be in
     addition to all other rights to which such member of the Committee may be
     entitled as a matter of law, contract, or otherwise.

         14.   Effective Date of Plan.  This Plan shall take effect as of the
     consummation of the Merger.

         15.   Amendment.  The Board may terminate or suspend the Plan at any
     time, or may from time to time amend the Plan as it deems proper and in the
     best interests of Old Kent, provided that without shareholder approval no
     such amendment may materially increase either the benefits to participants
     under the Plan or the number of shares that may be issued under the Plan,
     materially modify the eligibility requirements, or reduce the Option Price
     (except pursuant to adjustments under Section 11), or without the consent
     of the participant may such amendment impair any outstanding Option except
     according to the terms of the Option.

                                         -7-

                                      Schedule A

                            EDGEMARK FINANCIAL CORPORATION

     
                         SUMMARY OF OUTSTANDING STOCK OPTIONS
HOLDER       DOCUMENT   GRANTED ON  TYPE          SHARES    PRICE PER SHARE
Charles A.   Agreement
     Bruning      8/7/87     12/31/88    Nonqualified  27,139    $13.79

     Charles A.   Agreement
     Bruning      8/18/88    12/31/88    Nonqualified  60,000    $22.00

     Charles A.   Agreement

     Bruning      5/18/89     5/18/89    Nonqualified   3,663    $22.00

     Frank P.     Letter
     Novel        5/31/90     5/17/90    Nonqualified   3,000    $26.00

     Edward J.    Letter
     Kollmann     5/31/90     5/17/90    Nonqualified   3,000    $26.00

     Jean E.      Letter
     Marshall     5/31/90     5/17/90    Nonqualified   3,000    $26.00

     Xiomara C.   Letter
     Metcalfe     5/31/90     5/17/90    Nonqualified   1,000    $26.00

     Robin A.     Letter
     Slas         5/31/90     5/17/90    Nonqualified   2,000    $26.00

     Michael C.   Letter
     Braun        6/22/93     8/19/93    Nonqualified  15,000    $20.00

                                            TOTALS    117,802
EXHIBIT 5

                                  OPINION OF COUNSEL

                                    April 29, 1994

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

     Re:  Old Kent Financial Corporation
          1994 Stock Option Plan for EdgeMark Optionholders

     Dear Ladies and Gentlemen:

               As counsel for Old Kent Financial Corporation, a Michigan
     corporation (hereinafter called "Old Kent"), we have examined and are
     familiar with Old Kent's Restated Articles of Incorporation, Bylaws, 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 154,529
     shares of Old Kent Common Stock being registered on Form S-8 under the
     Securities Act of 1933, as amended, are authorized shares of Common Stock,
     and such shares, when issued and delivered pursuant to the Old Kent
     Financial Corporation 1994 Stock Option Plan for EdgeMark Optionholders
     (the "Plan"), will be legally issued, fully paid, and nonassessable.

               We hereby consent to the filing of this opinion and consent as an
     exhibit to the Registration Statement on Form S-8 covering the Common Stock
     to be issued pursuant to the 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 Andersen & Co. 
                                        ARTHUR ANDERSEN & COMPANY

     Chicago, Illinois

     April 28, 1994

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ John M. Bissell 
                                             John M. Bissell

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ John D. Boyles 
                                             John D. Boyles

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ John C. Canepa 
                                             John C. Canepa

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ Earl D. Holton 
                                             Earl D. Holton

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ John P. Keller 
                                             John P. Keller

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ Jerry K. Myers 
                                             Jerry K. Myers

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ William U. Parfet 
                                             William U. Parfet

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/Percy A. Pierre 
                                             Percy A. Pierre

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ Robert L. Sadler 
                                             Robert L. Sadler

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ Peter F. Secchia 
                                             Peter F. Secchia

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ B. P. Sherwood, III 
                                             B. P. Sherwood, III

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ David J. Wagner 
                                             David J. Wagner

                                                          1994 Stock Option Plan
                                                      for EdgeMark Optionholders

                                      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 1994 Stock Option Plan for EdgeMark
     Optionholders, 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

     April 18, 1994                          /s/ Richard W. Wroten 
                                             Richard W. Wroten
                                             Officer