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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-Q

|[X]  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2000 or
|---- | --------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                             
|[  ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to ________

Commission File Number 0-14591

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

|Michigan
(State of Incorporation)                                                   | 38-1986608
(I.R.S. Employer Identification Number)
|----------------------------------------------------------------------------------- | --------------------------------------------------
|                                                                                    |                                                   
|111 Lyon Street, NW
Grand Rapids, Michigan
(Address of principal executive offices) | 49503
(Zip Code)                                  

Registrant's telephone number, including area code: (616) 771-5000

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X        No

The number of shares outstanding of the registrant's Common Stock, par value $1, as of October 31, 2000 was 138,436,629 shares.

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INDEX

OLD KENT FINANCIAL CORPORATION

|           |                       |                                                                                                  | Page 
|---------- | --------------------- | ------------------------------------------------------------------------------------------------ | -----
|PART I.    | FINANCIAL INFORMATION |                                                                                                 
|           |                       |                                                                                                  |      
|Item 1.    |                       | Financial Statements                                                                             | 4    
|           |                       |                                                                                                  |      
|           |                       | Consolidated Balance Sheet as of September 30, 2000 and December 31, 1999                        | 4    
|           |                       |                                                                                                  |      
|           |                       | Consolidated Statement of Income for the three and nine months ended September 30, 2000 and 1999 | 5    
|           |                       |                                                                                                  |      
|           |                       | Consolidated Statement of Cash Flows for the nine months ended September 30, 2000 and 1999       | 6    
|           |                       |                                                                                                  |      
|           |                       | Notes to Consolidated Financial Statements                                                       | 7-20 
|           |                       |                                                                                                  |      
|Item 2.    |                       | Management's Discussion and Analysis of Financial Condition and Results of Operations            | 21-25
|           |                       |                                                                                                  |      
|Item 3.    |                       | Quantitative and Qualitative Disclosures about Market Risk                                       | 26   
|           |                       |                                                                                                  |      
|PART II.   | OTHER INFORMATION     | 26                                                                                              
|           |                       |                                                                                                  |      
|Item 6.    |                       | Exhibits and Reports on Form 8-K                                                                 | 26   
|           |                       |                                                                                                  |      
|SIGNATURES |                       |                                                                                                  | 28   

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about Old Kent Financial Corporation ("Old
Kent" or the "Corporation") itself. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "judgment," "projects," variations of such words and similar expressions are intended to identify such
forward-looking statements. Management judgments relating to, and discussion of the provision and allowance for credit losses involve judgments as to future events and are inherently forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and assumptions which are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be
expressed, implied or forecasted in such forward-looking statements. Future factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement include changes in interest rates and interest rate
relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological
advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behaviors as well as their ability to repay loans; the vicissitudes of the national economy; the possibility that
expected cost savings from mergers might not be fully realized within the expected time frame; and similar uncertainties. Old Kent undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information,
future events, or otherwise.

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|Item 1.                                                                                               | Financial Statements                              |             |               |             |              | 
|----------------------------------------------------------------------------------------------------- | ------------------------------------------------- | ----------- | ------------- | ----------- | ------------ | 
|                                                                                                      |                                                   |             |               |             |              | 
|OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES                                                      
|Consolidated Balance Sheet
(Unaudited)                                                                |                                                  
|                                                                                                      |                                                   |             | September 30, |             | December 31, | 
|(dollars in thousands)                                                                                |                                                   | 2000        |               | 1999        |             
|ASSETS:                                                                                               |                                                   |             |               |             |             
|Cash and due from banks                                                                               |                                                   | $654,298    |               | $679,155    |             
|Federal funds sold and resale agreements                                                              |                                                   | 30,515      |               | 30,261      |             
|Total cash and cash equivalents                                                                       |                                                   | 684,813     |               | 709,416     |             
|Interest-earning deposits                                                                             |                                                   | 14,109      |               | 2,167       |             
|Mortgages held-for-sale                                                                               |                                                   | 934,793     |               | 901,130     |             
|Securities available-for-sale:                                                                        |                                                   |             |               |             |             
|Collateralized mortgage obligations and other mortgage-                                               |                                                   |             |               |             |             
|backed securities                                                                                     |                                                   | 2,437,724   |               | 2,039,160   |             
|Other securities                                                                                      |                                                   | 953,830     |               | 1,198,669   |             
|Total securities available-for-sale (amortized cost of                                                |                                                   |             |               |             |             
|$3,443,134 and $3,335,192 respectively)                                                               |                                                   | 3,391,554   |               | 3,237,829   |             
|Securities held-to-maturity:                                                                          |                                                   |             |               |             |             
|Collateralized mortgage obligations and other mortgage-                                               |                                                   |             |               |             |             
|backed securities                                                                                     |                                                   | 66,742      |               | 92,335      |             
|Other securities                                                                                      |                                                   | 496,020     |               | 516,929     |             
|Total securities held-to-maturity (market values of                                                   |                                                   |             |               |             |             
|$555,253 and $590,369 respectively)                                                                   |                                                   | 562,762     |               | 609,264     |             
|Loans                                                                                                 |                                                   | 15,617,327  |               | 13,901,663  |             
|Allowance for credit losses                                                                           |                                                   | (223,913    | )             | (206,279    | )           
|Net loans                                                                                             |                                                   | 15,393,414  |               | 13,695,384  |             
|Premises and equipment                                                                                |                                                   | 277,808     |               | 288,565     |             
|Other assets                                                                                          |                                                   | 1,259,347   |               | 1,156,532   |             
|Total Assets                                                                                          |                                                   | $22,518,600 |               | $20,600,287 |             
|                                                                                                      |                                                   |             |               |             |              | 
|LIABILITIES AND SHAREHOLDERS' EQUITY:                                                                 |                                                   |             |               |             |             
|Liabilities:                                                                                          |                                                   |             |               |             |             
|Deposits:                                                                                             |                                                   |             |               |             |             
|Non-interest-bearing                                                                                  |                                                   | $2,239,175  |               | $2,329,884  |             
|Interest-bearing                                                                                      |                                                   | 14,390,417  |               | 13,332,300  |             
|Foreign deposits -- interest-bearing                                                                  |                                                   | 128,536     |               | 110,061     |             
|                                                                                                      | Total deposits                                    |             | 16,758,128    |             | 15,772,245   | 
|Other borrowed funds                                                                                  |                                                   | 3,349,752   |               | 2,824,034   |             
|Other liabilities                                                                                     |                                                   | 359,395     |               | 318,244     |             
|Long-term debt                                                                                        |                                                   | 449,779     |               | 200,000     |             
|Total Liabilities                                                                                     |                                                   | 20,917,054  |               | 19,114,523  |             
|                                                                                                      |                                                   |             |               |             |              | 
|Shareholders' Equity:                                                                                 |                                                   |             |               |             |             
|Preferred stock: 25,000,000 shares authorized                                                         |                                                   |             |               |             |             
|                                                                                                      | Series D convertible, $1,000 stated value, 8.00%, |             |               |             |              | 
|                                                                                                      | 7,250 shares authorized, issued and outstanding   |             | 7,250         |             | 7,250        | 
|                                                                                                      | Series E perpetual, $1,000 stated value, 8.00%,   |             |               |             |              | 
|                                                                                                      | 2,000 shares authorized, issued and outstanding   |             | 2,000         |             | 2,000        | 
|Common stock, $1 par value: 300,000,000 shares authorized;                                            |                                                   |             |               |             |             
|137,029,000 and 131,367,000 shares issued and outstanding                                             |                                                   | 137,029     |               | 131,367     |             
|Capital surplus                                                                                       |                                                   | 562,127     |               | 418,367     |             
|Retained earnings                                                                                     |                                                   | 935,640     |               | 1,004,125   |             
|Accumulated other comprehensive loss                                                                  |                                                   | (42,500     | )             | (77,345     | )           
|Total Shareholders' Equity                                                                            |                                                   | 1,601,546   |               | 1,485,764   |             
|                                                                                                      |                                                   |             |               |             |              | 
|Total Liabilities and Shareholders' Equity                                                            |                                                   | $22,518,600 |               | $20,600,287 |             
|The accompanying notes to consolidated financial statements are an integral part of these statements.

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|OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES                                                       |                                         
|----------------------------------------------------------------------------------------------------- | ----------------------------------------
|Consolidated Statement of Income
(Unaudited)                                                          |                                         
|                                                                                                      | For the Three Months
Ended September 30,
|(dollars in thousands, except per share data)                                                         | 2000                                    
|Interest Income:                                                                                      |                                         
|Interest and fees on loans                                                                            | $350,204                                
|Interest on mortgages held-for-sale                                                                   | 22,414                                  
|Interest on securities (taxable)                                                                      | 51,079                                  
|Interest on securities (non-taxable)                                                                  | 9,133                                   
|Interest on investments                                                                               | 510                                     
|Total interest income                                                                                 | 433,340                                 
|                                                                                                      |                                         
|Interest Expense:                                                                                     |                                         
|Interest on deposits                                                                                  | 180,117                                 
|Interest on other borrowed funds                                                                      | 50,121                                  
|Interest on long-term obligations                                                                     | 7,091                                   
|Total interest expense                                                                                | 237,329                                 
|                                                                                                      |                                         
|Net Interest Income                                                                                   | 196,011                                 
|                                                                                                      |                                         
|Provision for credit losses                                                                           | 8,599                                   
|Net interest income after provision                                                                   |                                         
|for credit losses                                                                                     | 187,412                                 
|                                                                                                      |                                         
|Other Income:                                                                                         |                                         
|Mortgage banking revenues (net)                                                                       | 45,020                                  
|Investment management and trust revenues                                                              | 21,340                                  
|Deposit account revenues                                                                              | 20,751                                  
|Transaction processing revenue                                                                        | 6,248                                   
|Insurance sales commissions                                                                           | 5,984                                   
|Securities gains/(losses)                                                                             | 4                                       
|Other                                                                                                 | 15,872                                  
|Total other income                                                                                    | 115,219                                 
|                                                                                                      |                                         
|Other Expenses:                                                                                       |                                         
|Salaries and employee benefits                                                                        | 94,540                                  
|Occupancy                                                                                             | 15,244                                  
|Equipment                                                                                             | 12,581                                  
|Professional services                                                                                 | 11,038                                  
|Telephone and telecommunications                                                                      | 6,386                                   
|Postage and courier charges                                                                           | 4,610                                   
|Merger charges                                                                                        | -                                       
|Other expenses                                                                                        | 39,787                                  
|Total other expenses                                                                                  | 184,186                                 
|Income Before Income Taxes                                                                            | 118,445                                 
|Income taxes                                                                                          | 36,791                                  
|Net Income                                                                                            | $81,654                                 
|                                                                                                      |                                         
|Dividend on preferred stock                                                                           | (185                                    
|                                                                                                      |                                         
|Net Income Available to Common Shareholders                                                           | $81,469                                 
|                                                                                                      |                                         
|Earnings Per Common Share:                                                                            |                                         
|Basic                                                                                                 | $0.59                                   
|Diluted                                                                                               | $0.59                                   
|                                                                                                      |                                         
|Dividends Per Common Share                                                                            | $0.220                                  
|                                                                                                      |                                         
|Average number of shares used to compute: (in thousands)                                              |                                         
|Basic earnings per share                                                                              | 136,965                                 
|Diluted earnings per share                                                                            | 138,268                                 
|                                                                                                      |                                         
|The accompanying notes to consolidated financial statements are an integral part of these statements.

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|OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES                                                       |                                                                           |                     |                     |   |           
|----------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ------------------- | ------------------- | - | ----------
|Consolidated Statement of Cash Flows (Unaudited)                                                      |                                                                           |                     |                     |   |           
|                                                                                                      |                                                                           |                     | For the Nine Months |  
|(dollars in thousands)                                                                                |                                                                           | Ended September 30, |                    
|                                                                                                      |                                                                           |                     | 2000                |   | 1999      
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                 |                                                                           |                     |                     |   |           
|                                                                                                      | Net income                                                                | $                   | 195,440             | $ | 205,880   
|                                                                                                      | Adjustments to reconcile net income                                       |                     |                     |   |           
|                                                                                                      | to net cash provided by / (used for) operating activities:                |                     |                     |   |           
|                                                                                                      | Provision for credit losses                                               |                     | 40,201              |   | 22,518    
|                                                                                                      | Depreciation, amortization and accretion                                  |                     | 50,056              |   | 50,846    
|                                                                                                      | Net gains on sales of assets                                              |                     | (89,978             | ) | (147,378  
|                                                                                                      | Net change in trading account securities                                  |                     | -                   |   | 349,306   
|                                                                                                      | Originations and acquisitions of mortgages held-for-sale                  |                     | (6,690,770          | ) | (9,890,945
|                                                                                                      | Proceeds from sales and prepayments of mortgages held-for-sale            |                     | 6,638,045           |   | 10,659,840
|                                                                                                      | Net change in other assets                                                |                     | (7,345              | ) | 117,596   
|                                                                                                      | Net change in other liabilities                                           |                     | 31,269              |   | 69,270    
|                                                                                                      | Net cash provided by operating activities                                 |                     | 166,918             |   | 1,436,933 
|                                                                                                      |                                                                           |                     |                     |   |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                 |                                                                           |                     |                     |   |           
|                                                                                                      | Proceeds from maturities and prepayments of securities available-for-sale |                     | 369,972             |   | 745,026   
|                                                                                                      | Proceeds from sales of securities available-for-sale                      |                     | 337,874             |   | 1,008,906 
|                                                                                                      | Purchases of securities available-for-sale                                |                     | (826,242            | ) | (1,087,455
|                                                                                                      | Proceeds from maturities and prepayments of securities held-to-maturity   |                     | 49,388              |   | 195,885   
|                                                                                                      | Purchases of securities held-to-maturity                                  |                     | (2,282              | ) | (86,039   
|                                                                                                      | Net change in interest-earning deposits                                   |                     | (11,942             | ) | 4,942     
|                                                                                                      | Proceeds from sale of loans                                               |                     | 134,742             |   | 9,482     
|                                                                                                      | Net change in loans                                                       |                     | (614,966            | ) | (753,013  
|                                                                                                      | Acquisition of loans through flow arrangements                            |                     | (1,254,352          | ) | (513,862  
|                                                                                                      | Purchases of leasehold improvements, premises and equipment, net          |                     | (18,405             | ) | (17,508   
|                                                                                                      | Net cash used for investing activities                                    |                     | (1,836,213          | ) | (493,636  
|                                                                                                      |                                                                           |                     |                     |   |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                 |                                                                           |                     |                     |   |           
|                                                                                                      | Change in time deposits                                                   |                     | 1,204,071           |   | (720,275  
|                                                                                                      | Change in demand and savings deposits                                     |                     | (218,187            | ) | (137,129  
|                                                                                                      | Change in other borrowed funds                                            |                     | 525,721             |   | 6,039     
|                                                                                                      | Proceeds from issuance of subordinated bank notes                         |                     | 249,774             |   | -         
|                                                                                                      | Repurchases of common stock                                               |                     | (50,489             | ) | (149,178  
|                                                                                                      | Proceeds from common stock issuances                                      |                     | 19,268              |   | 17,541    
|                                                                                                      | Dividends paid to shareholders                                            |                     | (85,466             | ) | (80,016   
|                                                                                                      | Net cash provided by / (used for) financing activities                    |                     | 1,644,692           |   | (1,063,018
|                                                                                                      |                                                                           |                     |                     |   |           
|                                                                                                      | Net change in cash and cash equivalents                                   |                     | (24,603             | ) | (119,721  
|                                                                                                      | Cash and cash equivalents at beginning of year                            |                     | 709,416             |   | 832,008   
|                                                                                                      | Cash and cash equivalents at September 30                                 | $                   | 684,813             | $ | 712,287   
|                                                                                                      |                                                                           |                     |                     |   |           
|                                                                                                      |                                                                           |                     |                     |   |           
|                                                                                                      | Supplemental disclosures of cash flow information:                        |                     |                     |   |           
|                                                                                                      | Interest paid on deposits, other borrowed funds and                       |                     |                     |   |           
|                                                                                                      | subordinated debt                                                         | $                   | 623,338             | $ | 509,034   
|                                                                                                      | Income taxes paid                                                         |                     | 110,950             |   | 54,553    
|                                                                                                      |                                                                           |                     |                     |   |           
|                                                                                                      | Significant non-cash transactions:                                        |                     |                     |   |           
|                                                                                                      | Stock dividend issued                                                     |                     | 178,579             |   | 221,985   
|                                                                                                      |                                                                           |                     |                     |   |           
|                                                                                                      |                                                                           |                     |                     |   |           
|The accompanying notes to consolidated financial statements are an integral part of these statements. |                                                                          

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OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 2000

NOTE A:  BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further
information, refer to the consolidated financial statements and footnotes thereto included in the Corporation's annual report on Form 10-K for the year ended December 31, 1999.

Certain reclassifications have been made to prior periods' financial statements to place them on a basis comparable with the current periods' financial statements.

NOTE B: FINANCIAL INSTRUMENT ACCOUNTING POLICIES
Old Kent uses certain off-balance sheet derivative financial instruments, including interest rate swaps; Treasury futures and options; and interest rate caps and floors, in connection with risk management activities. Provided these instruments meet
specific criteria, they are considered hedges and accounted for under the accrual or deferral methods, as more fully discussed below.

Old Kent uses interest rate swaps to hedge interest rate risk on interest-earning assets and interest-bearing liabilities. Amounts receivable or payable under these agreements are included in net interest income. There is no recognition on the balance
sheet for changes in the fair value of the hedging instrument. Gains or losses on terminated interest rate swaps are deferred and amortized to interest income or expense over the remaining life of the hedged item.

Old Kent uses Eurodollar futures to hedge the value of various investment securities. The fair values of the contracts are recorded as an adjustment to the carrying amount of the hedged securities and recognized in earnings as a yield adjustment over
the remaining life of those securities.

Old Kent uses forward sale agreements and options on forward sale agreements to protect the value of residential loan commitments, loans held-for-sale and related mortgage-backed securities held in the trading account. The market value of the
financial hedges associated with loan origination commitments and loans held-for-sale are included in the aggregate valuation of mortgages held-for-sale. Premiums paid for options are deferred as a component of other assets and amortized against gains on
sale of loans over the contract term. Forward sale agreements associated with mortgage-backed securities held in the trading account are considered when marking those securities to market, with the corresponding adjustment recorded to gains on sale of loans
 .

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OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

From time to time, Old Kent uses Treasury futures and options on Treasury futures to help protect against market value changes in the mortgage servicing rights ("MSR") portfolio. The fair value of the hedges are recorded as an adjustment to the
carrying amount of the MSR with a corresponding adjustment to cash or other receivables or payables. If terminated, the realized gain or loss on the hedge is included in MSR amortization over the estimated life of the loan servicing that had been hedged.
Option premiums paid or received are deferred as a component of other assets and amortized as MSR amortization over the contract term.

Derivative financial instruments, such as caps and floors, that do not meet the required criteria are carried on the balance sheet at fair value with realized and unrealized changes in that value recognized in earnings. If the hedged item is sold or
its outstanding balance otherwise declines below that of the related hedging instrument, the derivative product (or applicable excess portion thereof) is marked-to-market and the resulting gain or loss is included in earnings.

Old Kent enters into certain off-balance sheet derivative financial instruments with its commercial clients, including interest rate swaps and interest rate caps and floors. Old Kent hedges its interest rate exposure on transactions with its
commercial clients by executing offsetting transactions with third parties. These derivative financial instruments are carried on the balance sheet at fair value with realized and unrealized changes in that value recognized in earnings.

NOTE C: ADOPTION OF SFAS 133
In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities as amended by SFAS No. 137, Deferral of the Effective Date of FASB
Statement No. 133, and as amended by SFAS No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities - an Amendment of FASB Statement No. 133. These Statements establish accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in other contracts) be recorded on the balance sheet as either an asset or a liability measured at its current fair value. These Statements require that changes in a derivative's
fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows the changes in fair value of the derivative instrument to be offset against the change in fair value of the
related hedged item. SFAS 133 requires a company to formally document, designate and assess the effectiveness of hedging relationships that receive hedge accounting.

Old Kent will adopt the provisions of SFAS 133 as of January 1, 2001. With respect to certain derivative instruments embedded in other contracts, Old Kent has elected to apply SFAS 133, as amended, only to those instruments that were issued, acquired
or substantively modified after December 31, 1998.

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OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

Old Kent has not yet quantified all aspects of adopting SFAS 133 on its financial statements. However, as discussed in the following paragraphs, the Statement could increase volatility in earnings and other comprehensive income or result in certain
changes in Old Kent's business practices.

SFAS 133, in part, allows special hedge accounting for fair value and cash flow hedges. SFAS 133 provides that the gain or loss on a derivative instrument designated and qualifying as a fair value hedging instrument as well as the offsetting gain or
loss on the hedged item attributable to the hedged risk be recognized currently in earnings in the same accounting period. SFAS 133 provides that the effective portion of the gain or loss on a derivative instrument designated and qualifying as a cash flow
hedging instrument be reported as a component of other comprehensive income and be reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss on the
derivative instrument, if any, must be recognized currently in earnings.

As discussed in Note B, Old Kent uses various derivative instruments to hedge interest rate risk, to protect the value of residential loan commitments, loans held-for-sale and other assets, and to protect against market value change in the MSR
portfolio. The provisions of SFAS 133 require a company to document derivative use policy and procedures, designate hedge relationships anew, and on an ongoing basis. Old Kent is in the process of evaluating all existing derivative instruments and
designating the hedge relationships for treatment under SFAS 133.

SFAS 133 requires a one time transition adjustment upon adoption to account for the cumulative effect of the change in accounting standards. This transition adjustment will comprise all earnings impact as of January 1, 2001 to comply with the new
accounting standard. The transition adjustment cannot be quantified at this time as it will be based on market rates and positions at at the point of transition.

Old Kent has examined and updated its current derivative use policy, and identified the following hedge arrangements, along with their anticipated treatment on an ongoing operating basis under the provisions of SFAS 133.

Old Kent enters into interest rate swap agreements to manage interest rate risk. Under the provisions of SFAS 133, these swap agreements will be classified as a cash flow hedge and qualify for special hedge accounting. It is expected that these hedges
will be highly effective, therefore minimizing any future impact on earnings or accumulated other comprehensive income as a result of changes in the future cash flows of the derivative instrument or hedged item.

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OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

Old Kent Mortgage Company enters into hedging agreements to hedge the interest rate risk inherent in loan commitments. Because mortgage loan commitments are expected to be deemed derivatives under SFAS 133, the loan commitments and the corresponding
hedges do not qualify for hedge accounting. As a result, both instruments will be marked-to-market on the balance sheet and will also have a direct impact to the income statement. Based on current market conditions, management believes these impacts to be
not material.

Old Kent Mortgage Company utilizes instruments to hedge the mortgages held-for-sale portfolio and to help protect against market value changes in the MSR portfolio. These hedges are classified as fair value hedges under SFAS 133 and may have an impact
on the earnings of the Corporation, which is deemed not material based on current estimates.

NOTE D:  LOANS AND NONPERFORMING ASSETS
The following summarizes loans and nonperforming assets at the dates indicated
(dollars in thousands):

| | Loans:                              | September 30,
2000 |  | December 31,
1999
| | ----------------------------------- | ------------------ |  | -----------------
| | Commercial                          | $3,901,944         |  | $3,742,234       
| | Real estate - Commercial            | 3,189,808          |  | 2,988,586        
| | Real estate - Construction          | 1,643,957          |  | 1,204,291        
| | Real estate - Residential mortgages | 1,328,126          |  | 1,881,498        
| | Real estate - Consumer home equity  | 3,475,016          |  | 2,240,708        
| | Consumer                            | 1,702,906          |  | 1,582,012        
| | Lease financing                     | 375,570            |  | 262,334          
| | Total Loans                         | $15,617,327        |  | $13,901,663      

| | Nonperforming assets:                             | September 30,
2000 |  | December 31,
1999
| | ------------------------------------------------- | ------------------ |  | -----------------
| | Nonaccrual loans                                  | $77,383            |  | $66,395          
| | Restructured loans                                | 1,353              |  | 2,210            
| | Impaired loans                                    | 78,736             |  | 68,605           
| | Other real estate owned                           | 12,149             |  | 8,538            
| | Total nonperforming assets                        | $90,885            |  | $77,143          
| |                                                   |                    |  |                  
| | Loans past due 90 days or more and still accruing | $26,777            |  | $14,854          

At September 30, 2000, the management of the Corporation has identified loans totaling approximately $14.9 million as potential problem loans. These loans are not included as nonperforming assets in the table above. While these loans were in
compliance with repayment terms at September 30, 2000, other circumstances caused management to seriously doubt the ability of the borrowers to continue to remain in compliance with existing loan repayment terms.

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

NOTE E: ALLOWANCE FOR CREDIT LOSSES AND NET CHARGE-OFFS
The following summarizes the changes in the allowance for credit losses, and net charge-offs (dollars in thousands):

| |                                                  | For the Nine Months
ended September 30, |  
| | ------------------------------------------------ | --------------------------------------- | -
| | Allowance for Credit Losses                      | 2000                                    |  
| | Balance at beginning of period                   | $206,279                                |  
| | Changes in allowance due to acquisitions         | 958                                     |  
| | Provision for credit losses                      | 40,201                                  |  
| | Gross loans charged-off                          | (45,578                                 | )
| | Gross recoveries of loans previously charged-off | 22,053                                  |  
| | Balance at end of period                         | $223,913                                |  

| |                                           | For the Nine Months
ended September 30, | 
| | ----------------------------------------- | --------------------------------------- | 
| | Net Loan Charge-Offs                      | 2000                                    | 
| | Commercial & Commercial Real Estate Loans | $11,307                                 | 
| | Consumer                                  | 8,410                                   | 
| | Residential Mortgages                     | 936                                     | 
| | Leases                                    | 2,872                                   | 
| | Total Net Charge-Offs                     | $23,525                                 | 

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

NOTE F:  SECURITIES AVAILABLE-FOR-SALE
The following summarizes amortized costs and estimated market values of securities available-for-sale at the dates indicated (dollars in thousands):

| |                                             |            |           | Gross      | Gross      | Estimated
| | ------------------------------------------- | ---------- | --------- | ---------- | ---------- | ---------
| |                                             |            | Amortized | Unrealized | Unrealized | Market   
| | September 30, 2000:                         |            | Cost      | Gains      | Losses     | Value    
| | U.S. Treasury and federal agency securities | $493,530   | $1,602    | $13,362    | $481,770  
| | Collateralized mortgage obligations:        |            |           |            |           
| | U.S. Government issued                      | 1,064,055  | 3,467     | 22,526     | 1,044,996 
| | Privately issued                            | 320,305    | 1,482     | 3,205      | 318,582   
| | Mortgage-backed pass-through securities     | 1,095,674  | 4,818     | 26,346     | 1,074,146 
| | State and political subdivisions            | 233,508    | 6,065     | 2,229      | 237,344   
| | Other securities                            | 236,062    | 1,821     | 3,167      | 234,716   
| | Total securities available-for-sale         | $3,443,134 | $19,255   | $70,835    | $3,391,554
| |                                             |            |           |            |            |          
| | December 31, 1999:                          |            |           |            |            |          
| | U.S. Treasury and federal agency securities | $771,887   | $141      | $24,154    | $747,874  
| | Collateralized mortgage obligations:        |            |           |            |           
| | U.S. Government issued                      | 1,056,360  | 54        | 32,586     | 1,023,828 
| | Privately issued                            | 424,985    | 40        | 8,898      | 416,127   
| | Mortgage-backed pass-through securities     | 626,783    | 484       | 28,062     | 599,205   
| | State and political subdivisions            | 236,117    | 3,730     | 5,222      | 234,625   
| | Other securities                            | 219,060    | 301       | 3,191      | 216,170   
| | Total securities available-for-sale         | $3,335,192 | $4,750    | $102,113   | $3,237,829

At September 30, 2000, Old Kent used short-term Eurodollar futures positions with a notional value of $4.4 billion to hedge the value of various investment securities totaling $257.6 million. Credit risk in these futures contracts is minimized through
daily cash settlements through the Chicago Mercantile Exchange. This position was cancelled as of October 25, 2000.

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OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

NOTE G: SECURITIES HELD-TO-MATURITY
The following summarizes amortized costs and estimated market values of securities held-to-maturity at the dates indicated (dollars in thousands):

| |                                             |          |           | Gross      | Gross      | Estimated
| | ------------------------------------------- | -------- | --------- | ---------- | ---------- | ---------
| |                                             |          | Amortized | Unrealized | Unrealized | Market   
| | September 30, 2000:                         |          | Cost      | Gains      | Losses     | Value    
| | U.S. Treasury and federal agency securities | $27,496  | $24       | $296       | $27,224   
| | Collateralized mortgage obligations:        |          |           |            |           
| | U.S. Government issued                      | 18,672   | -         | 274        | 18,398    
| | Privately issued                            | 80       | -         | -          | 80        
| | Mortgage-backed pass-through securities     | 47,990   | 726       | 569        | 48,147    
| | State and political subdivisions            | 462,133  | 5,588     | 12,708     | 455,013   
| | Other securities                            | 6,391    | -         | -          | 6,391     
| | Total securities held-to-maturity           | $562,762 | $6,338    | $13,847    | $555,253  

| | December 31, 1999:                          |          |        |         |          |      
| | ------------------------------------------- | -------- | ------ | ------- | -------- | -----
| | U.S. Treasury and federal agency securities | $30,507  | $9     | $534    | $29,982 
| | Collateralized mortgage obligations:        |          |        |         |         
| | U.S. Government issued                      | 25,973   | -      | 503     | 25,470  
| | Privately issued                            | 5,266    | -      | 55      | 5,211   
| | Mortgage-backed pass-through securities     | 61,096   | 947    | 791     | 61,252  
| | State and political subdivisions            | 482,253  | 5,660  | 23,630  | 464,283 
| | Other securities                            |          | 4,169  | 2       | -        | 4,171
| | Total securities held-to-maturity           | $609,264 | $6,618 | $25,513 | $590,369

NOTE H: SHAREHOLDERS' EQUITY
In June, 2000, the Board of Directors of Old Kent Financial Corporation declared a 5% stock dividend which was payable on July 14, 2000, to shareholders of record on June 30, 2000. Prior per share amounts included in this report have been adjusted to
reflect this dividend.

As of October 16, 2000, Old Kent Financial Corporation announced that it is authorized to repurchase up to 1.4 million shares of its common stock over the next six months to replace the shares used to acquire Home Bancorp. It is anticipated that some
or all of these shares will be purchased by the Corporation in open market or privately negotiated purchases.

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

NOTE I: REPORTABLE OPERATING SEGMENTS
Under the provisions of SFAS No. 131, Old Kent has five reportable operating segments: Corporate Banking, Retail Banking, Investment and Insurance Services, Mortgage Banking and Treasury. Old Kent's reportable segments are strategic business units that
are managed separately because each business requires different technology and marketing strategies, and also differ in product emphasis.

The following table summarizes information about reportable operating segments' profit for the three month period ended September 30, 2000 and 1999 (dollars in thousands):

|                                | Net InterestIncome |   | Non InterestIncome and Fees |  | NetIncome |  
|------------------------------- | ------------------ | - | --------------------------- |  | --------- | -
|September 30, 2000              |                    |   |                             |  |           |  
|Corporate Banking               | $56,164            |   | $4,243                      |  | $19,740   |  
|Retail Banking                  | 121,915            |   | 30,175                      |  | 34,745    |  
|Investment & Insurance Services | 6,184              |   | 32,914                      |  | 7,346     |  
|Mortgage Banking                | 7,930              |   | 47,251                      |  | 4,872     |  
|Treasury                        | 3,818              |   | 636                         |  | 14,951    |  
|Consolidated                    | $196,011           |   | $115,219                    |  | $81,654   |  
|                                |                    |   |                             |  |           |  
|September 30, 1999              |                    |   |                             |  |           |  
|Corporate Banking               | $63,259            |   | $6,623                      |  | $28,607   |  
|Retail Banking                  | 120,576            |   | 27,082                      |  | 32,792    |  
|Investment & Insurance Services | 7,217              |   | 28,390                      |  | 8,078     |  
|Mortgage Banking                | 13,511             |   | 46,900                      |  | 6,323     |  
|Treasury                        | (5,595             | ) | 1,280                       |  | 785       |  
|Reconciling Items*              | -                  |   | -                           |  | (17,600   | )
|Consolidated                    | $198,968           |   | $110,275                    |  | $58,985   |  

The following table summarizes information about reportable operating segments' profit for the nine month period ended September 30, 2000 and 1999 (dollars in thousands):

|                                | Net InterestIncome |  | Non InterestIncome and Fees |   | NetIncome |  
|------------------------------- | ------------------ |  | --------------------------- | - | --------- | -
|September 30, 2000              |                    |  |                             |   |           |  
|Corporate Banking               | $162,517           |  | $12,154                     |   | $55,339   |  
|Retail Banking                  | 357,678            |  | 93,714                      |   | 105,447   |  
|Investment & Insurance Services | 18,622             |  | 99,734                      |   | 23,796    |  
|Mortgage Banking                | 25,735             |  | 136,760                     |   | 13,661    |  
|Treasury                        | 19,003             |  | (659                        | ) | 40,773    |  
|Reconciling Items*              | -                  |  | (11,425                     | ) | (43,576   | )
|Consolidated                    | $583,555           |  | $330,278                    |   | $195,440  |  

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

|September 30, 1999              |          |   |          |  |          |  
|------------------------------- | -------- | - | -------- |  | -------- | -
|Corporate Banking               | $182,923 |   | $21,932  |  | $82,429  |  
|Retail Banking                  | 345,585  |   | 85,350   |  | 89,087   |  
|Investment & Insurance Services | 20,803   |   | 85,214   |  | 24,052   |  
|Mortgage Banking                | 37,346   |   | 140,351  |  | 18,718   |  
|Treasury                        | (8,274   | ) | 10,802   |  | 9,194    |  
|Reconciling Items*              | -        |   | -        |  | (17,600  | )
|Consolidated                    | $578,383 |   | $343,649 |  | $205,880 |  

As of January 1, 2000, the Old Kent line of business organization structure, business methodologies and technical systems underwent changes that affect how the performance of the individual lines of business are measured and evaluated.

In 2000, the Community Banking line of business was dissolved into the Corporate Banking, Retail Banking, and Investment and Insurance Services lines of business. The historical information related to this change has been restated to provide a
meaningful comparison from period to period.

In addition, Old Kent instituted the use of a new line of business reporting system which management believes provides enhanced information for measurement and evaluation. This new system has refined business methodologies for funds transfer pricing
and allocations of loan loss provision, equity, indirect costs and taxes. These changes have been made at a lower level of detail than previously used and only on a prospective basis starting in 2000. It is impracticable to apply these changes
historically and as such, all information prior to January 1, 2000 has not been restated for these changes.

* The reconciling items in the above tables reflect the one-time charges related to Old Kent's mergers. The following is a summary of these merger charges:

|        Merger                        | Date              | Amount                                                                    
|----------------------------------------- | ----------------- | --------------------------------------------------------------------------
|        Grand Premier Financial, Inc. | April 1, 2000     | $26.10 million (after-tax); $5.3 million related to securities (pre-tax)  
|        Merchants Bancorp, Inc.       | February 11, 2000 | $17.50 million (after-tax); $6.125 million related to securities (pre-tax)
|        Pinnacle Banc Group, Inc.     | September 3, 1999 | $10.75 million (after tax)                                                
|        CFSB Bancorp, Inc.            | July 9, 1999      | $  6.85 million (after tax)                                               

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OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

NOTE J:  OTHER ASSETS
Other assets, as shown in the accompanying consolidated balance sheet, include the following (net of amortization) (dollars in thousands):

|                         | September 30,2000 |  | December 31,1999 | 
|------------------------ | ----------------- |  | ---------------- | 
|Goodwill                 | $122,772          |  | $132,989         | 
|Core Deposit Intangibles | 15,653            |  | 18,340           | 
|Total                    | $138,425          |  | $151,329         | 

Other assets, as shown in the accompanying consolidated balance sheet, include mortgage servicing rights ("MSRs") as follows (dollars in thousands):

|                                                   | September 30,2000 |  | December 31,1999 | 
|-------------------------------------------------- | ----------------- |  | ---------------- | 
|Carrying value of MSRs                             | $292,960          |  | $277,544         | 
|Estimated aggregate fair value of capitalized MSRs | $320,000          |  | $323,000         | 

The following reflects changes in capitalized mortgage servicing rights for the time periods indicated (dollars in thousands):

|                                     | For the Nine Months
ended September 30, |  
|------------------------------------ | --------------------------------------- | -
|                                     | 2000                                    |  
|Balance at beginning of period       | $277,544                                |  
|Additions                            | 166,807                                 |  
|Sales                                | (127,869                                | )
|Amortization                         | (23,522                                 | )
|Balance at end of period             | $292,960                                |  
|                                     |                                         |  
|Related servicing valuation reserve: |                                         |  
|Balance at beginning of period       | -                                       |  
|Servicing valuation provision        | -                                       |  
|Balance at end of period             | -                                       |  

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OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

NOTE K:  EARNINGS PER COMMON SHARE
The following table reconciles the numerators and denominators used in the calculations of basic and diluted earnings per common share:

|                                                  | For the Three Monthsended September 30, |   | For the Nine Monthsended September 30, |  
|------------------------------------------------- | --------------------------------------- | - | -------------------------------------- | -
|                                                  | 2000                                    |   | 1999                                   |  
|Basic:                                            |                                         |   |                                        |  
|Net Income                                        | $81,654,000                             |   | $58,985,000                            |  
|Less: Dividends on preferred stock                | ($185,000                               | ) | ($185,000                              | )
|Income available to common shareholders           | $81,469,000                             |   | $58,800,000                            |  
|Average common shares outstanding                 | 136,965,000                             |   | 138,793,000                            |  
|Basic earnings per common share                   | $0.59                                   |   | $0.42                                  |  
|                                                  |                                         |   |                                        |  
|Diluted:                                          |                                         |   |                                        |  
|Net income                                        | $81,654,000                             |   | $58,985,000                            |  
|Less: Dividends on preferred stock                | ($185,000                               | ) | ($185,000                              | )
|Add: Dividends on convertible preferred           |                                         |   |                                        |  
|stock                                             | $145,000                                |   | $145,000                               |  
|Income available to common shareholders           | $81,614,000                             |   | $58,945,000                            |  
|Average common shares outstanding                 | 136,965,000                             |   | 138,793,000                            |  
|Dilutive effect of:                               |                                         |   |                                        |  
|Employee stock plans                              | 887,000                                 |   | 1,055,000                              |  
|Convertible preferred stock                       | 416,000                                 |   | 416,000                                |  
|Total average shares and assumed
     conversions | 138,268,000                             |   | 140,264,000                            |  
|Diluted earnings per common share                 | $0.59                                   |   | $0.42                                  |  

Potential dilutive shares resulting from employee stock plans did not include outstanding options to purchase shares totaling 2.9 million, with exercise prices per share ranging from $29.42 to $39.85 for the three and nine month periods ending
September 30, 2000 and shares totaling 2.0 million and 3,307, with exercise prices per share ranging from $38.80 to $39.86 for the three and nine month periods, respectively, ending September 30, 1999. The average market price of Old Kent's common stock
was less than the exercise price of these options. Under the treasury stock method of computing the impact of these options the result would be anti-dilutive and therefore is not included for purposes of calculating diluted earnings per share.

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

NOTE L: COMPREHENSIVE INCOME
Comprehensive income reflects the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. For Old Kent, comprehensive income represents net income adjusted for the change in
unrealized gains and losses on available-for-sale securities. Comprehensive income was approximately $105.9 million and $44.8 million for the quarters ended September 30, 2000 and 1999, respectively, and approximately $230.3 million and $126.9 million for
the nine month period ended September 30, 2000 and 1999, respectively.

NOTE M: BUSINESS COMBINATIONS
On February 11, 2000, Old Kent completed the acquisition of Merchants Bancorp, Inc. ("Merchants"). The merger was accounted for as a pooling-of-interests. Old Kent exchanged .830 shares of Old Kent Common Stock for each outstanding share of Merchants
Common Stock. The issuance totaled approximately 4.4 million shares. Merchants was a bank holding company headquartered in Aurora, Illinois. When acquired, Merchants had consolidated assets of approximately $1 billion and consolidated deposits of
approximately $0.7 billion. Merchants operated 12 suburban Chicago area banking sites as well as two banking sites in Dekalb and Kendall counties. Reserves established for charges related to this acquisition were substantially utilized as of June 30, 2000.

On April 1, 2000, Old Kent completed the acquisition of Grand Premier Financial, Inc. ("Grand Premier"). The merger was accounted for as a pooling-of-interests. Old Kent exchanged .4231 shares of Old Kent Common Stock for each outstanding share of
Grand Premier Common Stock. The issuance totaled approximately 9.4 million shares. Grand Premier was a bank holding company headquartered in Wauconda, Illinois, with consolidated assets of approximately $1.7 billion and consolidated deposits of
approximately $1.3 billion at March 31, 2000. Grand Premier operated 23 banking offices in the Chicago area and Northern Illinois. Old Kent's unexpended reserves, established for charges related to this acquisition, were $11.0 million at September 30,
2000; these reserves are expected to be substantially utilized by December 31, 2000.

On October 13, 2000, Old Kent completed the acquisition of Home Bancorp. The merger was accounted for as a purchase transaction. Old Kent exchanged .6945 shares of Old Kent Common Stock for each outstanding share of Home Bancorp Common Stock. The
issuance totaled approximately 1.4 million shares. The approximate purchase price for this transaction is $39.1 million.  Home Bancorp was a bank holding company headquartered in Fort Wayne, Indiana, with consolidated assets of approximately $390 million
and consolidated deposits of approximately $327 million at September 30, 2000. Home Bancorp operated 10 banking locations; seven in Fort Wayne, two in Decatur and one branch in New Haven.

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

NOTE N: LONG -TERM DEBT
Long-term debt, as shown in the accompanying consolidated balance sheet, consists of the following:

|                                                                    | September 30, |  | December 31, | 
|------------------------------------------------------------------- | ------------- |  | ------------ | 
|(dollars in thousands)                                              | 2000          |  | 1999         | 
|Subordinated notes, 6 5/8% due November 15, 2005                    | $100,000      |  | $100,000     | 
|Subordinated notes, 3 month LIBOR plus .75% due
   November 1, 2005 | 100,000       |  | -            | 
|Subordinated notes, Years 1-5; 7.75%; Years 6-10; 1 month           |               |  |              | 
|LIBOR plus 1.16%, due August 15, 2010                               | 149,779       |  | -            | 
|Capital securities, as described below                              | 100,000       |  | 100,000      | 
|Total long-term debt                                                | $449,779      |  | $200,000     | 

On January 31, 1997, Old Kent issued a floating rate junior subordinated debenture (the "Debenture") having a principal amount of $103,092,784 to Old Kent Capital Trust I (the "Trust"). Cumulative interest on the principal sum of the Debenture accrues
from January 31, 1997, and it is payable quarterly in arrears on the first day of February, May, August and November of each year at a variable rate per annum equal to LIBOR (London Interbank Offering Rate) plus .80% until paid. Interest is computed on
the actual number of days elapsed in a year of twelve 30 day months. The Debentures rank subordinate and junior in right of payment to all indebtedness (as defined) of Old Kent. The Debenture matures on February 1, 2027, but may be redeemed in whole or in
part beginning on February 1, 2007, or earlier upon the occurrence of certain special events defined in the Indenture governing the Debenture.

On January 31, 1997, the Trust sold Floating Rate Subordinated Capital Income Securities ("Preferred Securities") having an aggregate liquidation amount of $100 million to investors and issued Common Capital Securities ("Common Securities") having an
aggregate liquidation amount of $3,092,784 to Old Kent. All of the proceeds from sale of Preferred Securities and Common Securities were invested in a Debenture issued by Old Kent. Preferred Securities and Common Securities represent undivided beneficial
interests in the Debenture, which is the sole asset of the Trust. Holders of Preferred Securities and Common Securities are entitled to receive distributions from the Trust on terms which correspond to the interest and principal payments due on the
Debenture. Payment of distributions by the Trust and payments on liquidation of the Trust or redemption of Preferred Securities are guaranteed by Old Kent to the extent the Trust has funds available (the "Guarantee"). Old Kent's obligations under the
Guarantee, taken together with its obligations under the Debenture, the Indenture, the applicable Declaration of Trust and Old Kent's agreement to pay all fees and expenses related to the trust and all ongoing costs, expenses and liabilities of the Trust
for so long as the trust holds the Debenture, constitute a full and unconditional guarantee of all of the Trust's obligations under the Preferred Securities issued by the Trust. Because the Common Securities held by Old Kent represent all of the
outstanding voting securities of the Trust (in the absence of a default or other specified event), the Trust is considered to be a wholly owned subsidiary of Old Kent for reporting purposes and its accounts are reflected in the consolidated financial
statements of Old Kent. The Preferred Securities qualify as Tier I capital for regulatory capital purposes.

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 2000

On April 28, 2000, Old Kent Bank (the "Bank") issued subordinated bank notes (the "Notes") having a principal amount of $100,000,000. Cumulative interest on the principal sum of the Notes accrues from April 28, 2000, and it is payable quarterly in
arrears on the first day of February, May, August and November, commencing August 1, 2000, of each year at a variable rate per annum equal to three-month LIBOR (London Interbank Offered Rate) plus .75% until paid. The Notes are unsecured and subordinate
and junior in right of payment to Old Kent Bank's obligations to its depositors, its obligations under bankers' acceptances, letters of credit and senior notes, collateralized borrowings, and its obligations to all of its other general creditors. The
Notes mature on November 1, 2005, but the Bank at its option may redeem some or all of the Notes on any interest payment date beginning on November 1, 2000. The Notes qualify as Tier II capital for regulatory capital purposes.

On August 15, 2000, Old Kent Bank (the "Bank") issued subordinated bank notes (the "Notes") having a principal amount of $150,000,000. Cumulative interest on the principal sum of the Notes accrues from August 15, 2000, and it is payable semi-annually
in arrears on August 15, and February 15, commencing February 15, 2001 to August 15, 2005, at a fixed rate per annum equal to 7.75% (such period being referred to as the "Fixed Rate Period"). During the period commencing on August 15, 2005 to the Maturity
Date or earlier redemption date, (such period being referred to as the "Floating Rate Period,") the cumulative interest on the principal sum of the Notes accrues from August 15, 2005, and it is payable monthly on the 15th day of each month of each year at
a variable rate per annum equal to one-month LIBOR (London Interbank Offered Rate) plus 1.16% until paid. The Notes are unsecured and subordinate and junior in right of payment to Old Kent Bank's obligations to its depositors, its obligations under
bankers' acceptances, letters of credit and senior notes, collateralized borrowings, and its obligations to all of its other creditors. The Notes mature on August 15, 2010, but the Bank at its option may redeem some or all of the Notes on any interest
payment date beginning on August 15, 2005. The Notes qualify as Tier II capital for regulatory capital purposes.

---

|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following is management's discussion and analysis of certain significant factors which have affected Old Kent's financial condition and results of operations during the periods included in the consolidated financial statements included in this
filing.

RESULTS OF OPERATIONS
Old Kent's net income was $81.7 million for the third quarter of 2000 compared to $59.0 million for the same period in 1999. Third quarter diluted earnings per common share was $.59, a 40.5% increase over $.42 for the same period last year. Diluted
earnings per common share were $1.41 for the nine months ended September 30, 2000 or 3.4% less than the same period for 1999.

Due to the various mergers described in Note M to the Financial Statements, Old Kent recognized merger-related charges that had a negative impact on net income and earnings per common share in 2000 and 1999. On an operating basis, earnings per common
share increased 7.3% and 8.9%, respectively, for the quarter and nine months ended September 30, 2000 over the same periods for 1999.

Total assets were $22.5 billion at quarter-end compared to $20.6 billion at December 31, 1999. The increase was primarily due to growth in loans. Return on average equity for the third quarter of 2000 was 21.14% compared to 15.62% for the third
quarter of 1999. Return on average assets was 1.47% for the third quarter of 2000 compared to 1.15% for the third quarter of 1999.

Old Kent's net interest income for the third quarter of 2000 was $196.0 million, a 1.5% decrease from the $199.0 million recorded in the same period of 1999. For the third quarter of 2000, the net interest margin was 3.95% compared to 4.34% a year
ago. While interest-earning assets have grown $2.0 billion year over year, core deposits have remained relatively flat. As a result, higher costing sources have been used to fund this growth. Higher yielding loans grew $2.6 billion, while lower yielding
securities and mortgages held-for-sale decreased $537 million. On the funding side, core deposits increased $33 million and managed liabilities, including negotiable and foreign deposits, increased $2.1 billion. The yield on interest-earning assets
increased 64 basis points, however, the funding costs increased 107 basis points. As a result, the net interest spread decreased 43 basis points and the net interest margin decreased 39 basis points.

For the third quarter of 2000, the provision for credit losses was $8.6 million. This compares to $8.4 million for the third quarter of 1999. Net credit losses were $4.7 million or .12% of average loans for the third quarter of 2000 compared to $4.6
million or .15% of average loans for the same period a year ago. The allowance for credit losses as a percent of loans and leases outstanding was 1.43% at September 30, 2000 and 1.48% at December 31, 1999. Impaired loans, as a percent of total loans was
 .50% at September 30, 2000 and .49% at December 31, 1999.

---

Total other operating income, (which excludes securities transactions and other nonrecurring income) increased 4.5% or $4.9 million during the third quarter of 2000 over the same period a year ago. Investment management and trust revenues increased
5.5% or $1.1 million as a result of focused sales initiatives and business development efforts. Deposit account revenues increased 3.7% or $0.7 million. All other service charges and fees increased $3.1 million from the same period a year ago.

Old Kent sold approximately $2.4 billion of residential mortgage loans during the quarter. Old Kent's residential third party mortgage servicing portfolio was $15.4 billion at September 30, 2000, and $14.7 billion at December 31, 1999.

Total operating expenses excluding merger related charges for the third quarter of 2000 were essentially flat compared to the same period of 1999. Salaries, wages and employee benefits decreased $1.4 million or 1.4% for the third quarter of 2000 from
the third quarter of 1999. Combined occupancy and equipment expenses for the third quarter of 2000 increased $1.4 million or 5.4% compared to the same period a year ago. Other operating expenses were essentially flat from the prior year.

Old Kent's effective tax rate (based on net income before taxes without any taxable equivalency adjustment for non-taxable interest) was 31.1% for the third quarter, 2000 and 31.4% for the first nine months of 2000. This compares to 35.1% for the
first nine months of 1999, and 34.9% for the year 1999. The decrease is the result of certain corporate initiatives and an increase in assets earning non-taxable income. It is expected that the effective tax rate for 2000 will be lower than the rate for
1999.

BALANCE SHEET CHANGES
Total interest-earning assets increased 9.7% or $1.8 billion over December 31, 1999. Loans increased $1.7 billion or 12.3% since year-end 1999. Total securities increased $107 million since year-end 1999. Mortgages held-for-sale increased 3.7% or $34
million. Other interest-earning assets, primarily representing federal funds sold, increased $12 million since year-end 1999.

As a means of better leveraging its balance sheet to enhance profitability, Old Kent has developed relationships to acquire consumer loans originated primarily through flow arrangements with third party originators. These loans, which largely
consisted of home equity loans secured by residential real estate, aggregated approximately $405 million for the third quarter of 2000. The Corporation expects to continue this strategy during 2000, by acquiring similar loan packages from time to time
based on "flow" arrangements with select counterparties, provided that such portfolios, and the originators, continue to meet Old Kent's standards.

Total deposits increased $1.0 billion or 6.3% from year-end 1999; non-interest-bearing deposits decreased 3.9% or $91 million and interest-bearing deposits increased 8.0% or $1.1 billion. Other borrowed funds increased $526 million and long-term debt
increased $250 million from December 31, 1999.

---

LIQUIDITY AND CAPITAL RESOURCES
The maintenance of an adequate level of liquidity is necessary to ensure that sufficient funds are available to meet customers' loan demand and deposit withdrawals. Old Kent Bank's liquidity sources consist of securities available-for-sale, maturing
loans and securities held-to-maturity, and other short-term investments. Liquidity has also been obtained through liabilities such as customer-related core deposits, funds borrowed, certificates of deposit and public funds deposits.

Old Kent has filed a shelf registration to issue $250 million of common stock, preferred stock, depository shares, debt securities or warrants and a shelf registration to issue an additional $200 million of trust preferred securities. In addition, Old
Kent has a $150 million committed line of credit from a syndicate of commercial banks. Sales of securities under these registration statements or advances against the line of credit could also be used as sources of liquidity and capital if and as needed.

Old Kent issued subordinated bank notes having a principal amount of $100 million during the second quarter of 2000, and $150 million during the third quarter of 2000. These notes qualify as Tier II capital for regulatory capital purposes (see Note N).

At September 30, 2000, shareholders' equity was $1,601.6 million compared to $1,485.8 million at December 31, 1999. The changes in total common shareholders' equity, which excludes $9.3 million of preferred stock, and book value per common share are
summarized in the tables below.

|                                        | Total Common
Shareholders'
Equity(in millions) |   |  | Book Value PerCommon Share |  
|--------------------------------------- | ---------------------------------------------- | - |  | -------------------------- | -
|Balance, December 31, 1999              | $ 1,476.5                                      |   |  | $10.70                     |  
|Net income for the nine months ended    |                                                |   |  |                            |  
|September 30, 2000                      | 195.4                                          |   |  | 1.42                       |  
|Cash dividends paid on common stock     | (84.9                                          | ) |  | (.64                       | )
|Change in other comprehensive income    | 34.8                                           |   |  | .25                        |  
|Stock repurchases (net of stock issued) | (29.5                                          | ) |  | (.11                       | )
|Balance, September 30, 2000             | $ 1,592.3                                      |   |  | $11.62                     |  

---

As shown in the table below, the Corporation repurchased approximately 156 thousand shares of its common stock during the three months ended September 30, 2000.

Old Kent Common Stock repurchased and reserved for future reissuance in connection with:

|                           | Dividend
Reinvestment
And EmployeeStock Plans |  
|-------------------------- | --------------------------------------------- | -
|Shares reserved at 6/30/00 | 1,469,819                                     |  
|Shares repurchased         | 156,268                                       |  
|Shares reissued            | (206,760                                      | )
|Shares reserved at 9/30/00 | 1,419,327                                     |  

For a number of years, Old Kent has been authorized by its Board of Directors to repurchase shares in connection with the Corporation's Dividend Reinvestment and employee stock plans, and on a quarterly basis has systematically maintained a level of
shares equivalent to anticipated needs.

At September 30, 2000, Old Kent held over 1.4 million shares of its common stock reserved for reissuance as detailed in the table above. These shares were repurchased under a June, 1999 Board of Directors authorization allowing management to
repurchase up to 3.0 million shares of Old Kent Common Stock intended for reissuance in connection with stock dividends, dividend reinvestment and employee stock plans, and other corporate purposes over the ensuing twelve month period. As of September 30,
2000, the Corporation completed the repurchase of shares under this authorization. Under the authorization, 1.5 million of the total 3.0 million shares authorized were utilized for the 5% stock dividend described below. These shares were repurchased in a
systematic pattern (on a quarterly ratable basis) of open market and privately negotiated transactions. The remaining 1.5 million shares of the authorization are intended for reissue in connection with the Corporation's dividend reinvestment and employee
stock plans, as well as other unspecified corporate purposes such as business acquisitions accounted for as purchases. As of October 16, 2000, Old Kent Financial Corporation announced it is authorized to repurchase up to 1.4 million shares of its common
stock over the next six months to replace the shares used to acquire Home Bancorp.

In June 2000, the Board of Directors of Old Kent Financial Corporation declared a 5% stock dividend which was payable on July 14, 2000, to shareholders of record on June 30, 2000. Approximately 6.5 million shares were issued for this dividend,
including 1.5 million repurchased for this purpose in the preceding twelve months. All prior per share amounts included in this report have been adjusted to reflect this dividend.

Total equity at September 30, 2000; was decreased by an after-tax unrealized loss of $42.5 million on securities available-for-sale. Shareholders' equity as a percentage of total assets as of September 30, 2000, was 7.11%.

---

The following table represents Old Kent's consolidated regulatory capital position as of September 30, 2000:

|Regulatory capital at September 30, 2000
|----------------------------------------
|(in millions)                           
|Actual capital                          
|Required minimum regulatory capital     
|Capital in excess of requirements       
|Actual ratio                            
|Regulatory Minimum Ratio                
|Ratio considered "well capitalized"     
|by regulatory agencies                  

---

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

The information concerning quantitative and qualitative disclosures about market risk contained and incorporated by reference in Item 7A of the Corporation's Form 10-K Annual Report for its fiscal year ended December 31, 1999, is here incorporated by
reference.

Old Kent faces market risk to the extent that both earnings and the fair values of its financial instruments are affected by changes in interest rates. The Corporation measures this risk with three tools: static GAP analysis, simulation modeling, and
economic value of equity estimation. Throughout the first nine months of 2000, the results of these three measurement techniques were within the Corporation's policy guidelines. The Corporation does not believe that there has been a material change in the
Corporation's primary market risk exposures, including the categories of market risk to which the Corporation is exposed and the particular markets that present the primary risk of loss to the Corporation. As of the date of this Form 10-Q Quarterly
Report, the Corporation does not know of or expect there to be any material change in the general nature of its primary market risk exposure in the near term.

The methods by which the Corporation manages its primary market risk exposures, as described in the sections of its Form 10-K Annual Report incorporated by reference in response to this item, have not changed materially during the current year. As of
the date of this Form 10-Q Quarterly Report, the Corporation does not expect to change those methods in the near term. However, the Corporation may change those methods in the future to adapt to changes in circumstances or to implement new techniques.

The Corporation's market risk exposure is mainly comprised of its vulnerability to interest rate risk. Prevailing interest rates and interest rate relationships are primarily determined by market factors which are outside of Old Kent's control. All
information provided in response to this item consists of forward-looking statements. Reference is made to the section captioned "Forward-Looking Statements" at the beginning of this Form 10-Q Quarterly Report for a discussion of the limitations on Old
Kent's responsibility for such statements. In this discussion, "near term" means a period of one year following the date of the most recent balance sheet contained in this report.

Part II

Item 6.  Exhibits and Reports on Form 8-K

| | (a)    |  | The following exhibits are filed as part of this report:                                                                                                                                                                                                       
| | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |  |                                                                                                                                                                                                                                                                
| | Number |  | Exhibit                                                                                                                                                                                                                                                        
| |        |  |                                                                                                                                                                                                                                                                
| | 2.1    |  | Agreement and Plan of Merger between Merchants Bancorp, Inc. , Old Kent Financial Corporation and Merchants Acquisition Corporation. Previously filed as Exhibit 2.1 to Old Kent's Form 8-K Current Report dated July 24, 1999. Here incorporated by
reference.

---

| | 2.2 |  | Agreement and Plan of Merger between Grand Premier Financial, Inc., Old Kent Financial Corporation and OKFC Merger Corporation. Previously filed as Exhibit 2.1 to Old Kent's Form 8-K Current report dated September 10, 1999. Here incorporated by
reference.                                      
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |  |                                                                                                                                                                                                                                                                                                      
| | 2.3 |  | Agreement and Plan of Merger between Home Bancorp, Old Kent Financial Corporation and O K Acquisition Corporation dated June 15, 2000. Previously filed as Exhibit 2 to Old Kent's Form S-4 Registration Statement (Registration No. 333-42804) filed
August 2, 2000. Here incorporated by reference.
| |     |  |                                                                                                                                                                                                                                                                                                      
| | 3.1 |  | Restated Articles of Incorporation. Previously filed as Exhibit 3.1 to Old Kent's Form S-4 Registration Statement (Registration No. 333-56209) filed June 5, 1998. Here incorporated by reference.                                                                                                   
| |     |  |                                                                                                                                                                                                                                                                                                      
| | 3.2 |  | Bylaws. Previously filed as Exhibit 3.2 to Old Kent's Form 8-K Current Report dated March 2, 2000. Here incorporated by reference.                                                                                                                                                                   
| |     |  |                                                                                                                                                                                                                                                                                                      
| | 4.1 |  | Certificate of Designation, Preferences, and Rights of Series D Perpetual Preferred Stock and Series E Perpetual Preferred Stock. Previously filed as Exhibit 4.9 to Old Kent's Form S-4 Registration Statement filed December 23, 1999. Here incorporated
by reference.                             
| |     |  |                                                                                                                                                                                                                                                                                                      
| | 12  |  | Ratio of Earnings to Fixed Charges                                                                                                                                                                                                                                                                   
| |     |  |                                                                                                                                                                                                                                                                                                      
| | 27  |  | Financial Data Schedule                                                                                                                                                                                                                                                                              
| |     |  |                                                                                                                                                                                                                                                                                                      
| | (b) |  | The following reports on Form 8-K were filed during the third quarter of 2000:                                                                                                                                                                                                                       

| | Date of EventReported | ItemReported | Financial StatementsFiled
| | --------------------- | ------------ | -------------------------
| |                       |              |                          
| | July 19, 2000         | 5,7          | N/A                      

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|                         | OLD KENT FINANCIAL CORPORATION                                              
|------------------------ | ----------------------------------------------------------------------------
|                         |                                                                             
|                         |                                                                             
|Date:  November 13, 2000 | /s/David J. Wagner                                                          
|                         | David J. Wagner
Chairman of the Board, President and
Chief Executive Officer
|                         |                                                                             
|                         |                                                                             
|Date:  November 13, 2000 | /s/Mark F. Furlong                                                          
|                         | Mark F. Furlong
Executive Vice President and
Chief Financial Officer        

---

EXHIBIT INDEX

| | Number |  | Exhibit                                                                                                                                                                                                                                                                                              
| | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |  |                                                                                                                                                                                                                                                                                                      
| | 2.1    |  | Agreement and Plan of Merger between Merchants Bancorp, Inc. , Old Kent Financial Corporation and Merchants Acquisition Corporation. Previously filed as Exhibit 2.1 to Old Kent's Form 8-K Current Report dated July 24, 1999. Here incorporated by
reference.                                      
| |        |  |                                                                                                                                                                                                                                                                                                      
| | 2.2    |  | Agreement and Plan of Merger between Grand Premier Financial, Inc., Old Kent Financial Corporation and OKFC Merger Corporation. Previously filed as Exhibit 2.1 to Old Kent's Form 8-K Current report dated September 10, 1999. Here incorporated by
reference.                                      
| |        |  |                                                                                                                                                                                                                                                                                                      
| | 2.3    |  | Agreement and Plan of Merger between Home Bancorp, Old Kent Financial Corporation and O K Acquisition Corporation dated June 15, 2000. Previously filed as Exhibit 2 to Old Kent's Form S-4 Registration Statement (Registration No. 333-42804) filed
August 2, 2000. Here incorporated by reference.
| |        |  |                                                                                                                                                                                                                                                                                                      
| | 3.1    |  | Restated Articles of Incorporation. Previously filed as Exhibit 3.1 to Old Kent's Form S-4 Registration Statement (Registration No. 333-56209) filed June 5, 1998. Here incorporated by reference.                                                                                                   
| |        |  |                                                                                                                                                                                                                                                                                                      
| | 3.2    |  | Bylaws. Previously filed as Exhibit 3.2 to Old Kent's Form 8-K Current Report dated March 2, 2000. Here incorporated by reference.                                                                                                                                                                   
| |        |  |                                                                                                                                                                                                                                                                                                      
| | 4.1    |  | Certificate of Designation, Preferences, and Rights of Series D Perpetual Preferred Stock and Series E Perpetual Preferred Stock. Previously filed as Exhibit 4.9 to Old Kent's Form S-4 Registration Statement filed December 23, 1999. Here incorporated
by reference.                             
| |        |  |                                                                                                                                                                                                                                                                                                      
| | 12     |  | Ratio of Earnings to Fixed Charges                                                                                                                                                                                                                                                                   
| |        |  |                                                                                                                                                                                                                                                                                                      
| | 27     |  | Financial Data Schedule