---

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, 1999

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 Small Business Issuer as Specified in
its Charter)

|Michigan                                 | 38-1986608                       
|---------------------------------------- | ---------------------------------
|(State or Other Jurisdiction of          | (IRS Employer Identification No.)
|Incorporation or Organization)           |                                  
|                                         |                                  
|111 Lyon Street, NW                      |                                  
|Grand Rapids, Michigan                   | 49503                            
|(Address of Principal Executive Offices) | (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, 1999 was 117,721,723 shares.



---

---

OLD KENT FINANCIAL CORPORATION

INDEX

---

|PART 1.    | FINANCIAL INFORMATION |                                                            | Page No.                                
|---------- | --------------------- | ---------------------------------------------------------- | ----------------------------------------
|           |                       |                                                            |                                         
|           | Item 1.               | Financial Statements                                       |                                         
|           |                       |                                                            |                                         
|           |                       | Consolidated Balance
Sheets as of September 30, 1999       |                                         
|           |                       |                                                            | and December 31, 1998                   
|           |                       |                                                            |                                         
|           |                       | Consolidated Statements
of Income for the three and nine   |                                         
|           |                       |                                                            | months ended September
30, 1999 and 1998
|           |                       |                                                            |                                         
|           |                       | Consolidated Statements
of Cash Flows for the nine months  |                                         
|           |                       |                                                            | ended September 30,
1999 and 1998       
|           |                       |                                                            |                                         
|           |                       | Notes to Consolidated
Financial Statements                 | 7                                       
|           |                       |                                                            |                                         
|           | Item 2.               | Management's
Discussion and Analysis of Financial          |                                         
|           |                       |                                                            | Condition
and Results of Operations     
|           |                       |                                                            |                                         
|           | Item 3.               | Quantitative
and Qualitative Disclosures about Market Risk | 21                                      
|           |                       |                                                            |                                         
|           |                       |                                                            |                                         
|PART II.   | OTHER INFORMATION     |                                                           
|           |                       |                                                            |                                         
|           | Item 6.               | Exhibits
and Reports on Form 8-K                           | 22                                      
|           |                       |                                                            |                                         
|SIGNATURES | 23                   

---

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. Assessments that Old Kent is
Year 2000 "compliant" are necessarily statements of belief as to the outcome
of future events, based in part on information provided by vendors and
others which Old Kent has not independently verified. 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 ability of the companies on which
Old Kent relies to make their computer systems Year 2000 compliant; the
ability to locate and convert all relevant computer codes and data; 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.

---

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)

---

|                                                           |                                                           |                   | September 30, |            | December 31, | 
|---------------------------------------------------------- | --------------------------------------------------------- | ----------------- | ------------- | ---------- | ------------ | 
|(dollars in thousands)                                     | 1999                                                      |                   | 1998          |           
|                                                          
|ASSETS:                                                    |                                                           |                   |               |           
|Cash and due from
banks                                    | $550,848                                                  |                   | $667,125      |           
|Federal funds sold
and resale agreements                   | 71,905                                                    |                   | 9,730         |           
|Total cash and cash
equivalents                            | 622,753                                                   |                   | 676,855       |           
|Interest-earning deposits                                  | 3,274                                                     |                   | 7,578         |           
|Trading account securities                                 | --                                                        |                   | 349,090       |           
|Mortgages held-for-sale                                    | 1,450,667                                                 |                   | 2,262,694     |           
|Securities available-for-sale:                             |                                                           |                   |               |           
|                                                           | Collateralized mortgage
obligations and other mortgage-   |                   |               |            |             
|                                                           |                                                           | backed securities | 1,825,128     |            | 1,841,843    | 
|                                                           | Other securities                                          | 809,775           |               | 1,493,659  |             
|Total securities available-for-sale
(amortized cost of     |                                                           |                   |               |           
|                                                           | $2,688,510 and $3,285,350,
respectively)                  | 2,634,903         |               | 3,335,502  |             
|Securities held-to-maturity:                               |                                                           |                   |               |           
|                                                           | Collateralized mortgage
obligations and other mortgage-   |                   |               |            |             
|                                                           |                                                           | backed securities | 104,125       |            | 180,369      | 
|                                                           | Other securities                                          | 590,437           |               | 623,376    |             
|Total securities held-to-maturity
(market values of        |                                                           |                   |               |           
|                                                           | $682,865 and $823,610,
respectively)                      | 694,562           |               | 803,745    |             
|Loans                                                      | 11,250,260                                                |                   | 10,220,078    |           
|Allowance for credit
losses                                | (185,969                                                  | )                 | (179,605      | )         
|Net loans                                                  | 11,064,291                                                |                   | 10,040,473    |           
|Premises and equipment                                     | 249,671                                                   |                   | 252,073       |           
|Other assets                                               | 921,985                                                   |                   | 886,715       |           
|Total Assets                                               | $17,642,106                                               |                   | $18,614,725   |           
|                                                           |                                                           |                   |               |           
|LIABILITIES AND
SHAREHOLDERS' EQUITY:                      |                                                           |                   |               |           
|Liabilities:                                               |                                                           |                   |               |           
|Deposits:                                                  |                                                           |                   |               |           
|                                                           | Non-interest-bearing                                      | $2,010,632        |               | $2,244,534 |             
|                                                           | Interest-bearing                                          | 11,516,617        |               | 12,028,829 |             
|                                                           | Foreign deposits --
interest-bearing                      | 44,196            |               | 140,077    |             
|                                                           |                                                           | Total deposits    | 13,571,445    |            | 14,413,440   | 
|Other borrowed funds                                       | 2,330,514                                                 |                   | 2,404,971     |           
|Other liabilities                                          | 302,015                                                   |                   | 274,460       |           
|Long term debt                                             | 200,000                                                   |                   | 200,000       |           
|Total Liabilities                                          | 16,403,974                                                |                   | 17,292,871    |           
|                                                           |                                                           |                   |               |           
|Shareholders' Equity:                                      |                                                           |                   |               |           
|Preferred stock: 25,000,000
shares authorized and unissued | --                                                        |                   | --            |           
|Common stock, $1 par
value: 300,000,000 shares authorized; |                                                           |                   |               |           
|                                                           | 118,105,102 and 114,936,763
shares issued and outstanding | 118,105           |               | 114,937    |             
|Capital surplus                                            | 349,238                                                   |                   | 253,859       |           
|Retained earnings                                          | 805,633                                                   |                   | 920,362       |           
|Accumulated other
comprehensive income/(loss)              | (34,844                                                   | )                 | 32,696        |           
|Total Shareholders'
Equity                                 | 1,238,132                                                 |                   | 1,321,854     |           
|                                                           |                                                           |                   |               |           
|Total Liabilities
and Shareholders' Equity                 | $17,642,106                                               |                   | $18,614,725   |           

The accompanying notes to consolidated financial statements
are an integral part of these statements.

---

|OLD
KENT FINANCIAL CORPORATION AND SUBSIDIARIES         
|--------------------------------------------------------
|Consolidated
Statements of Income (Unaudited)           
|                                                        
|                                                        
|                                                        
|(dollars
in thousands, except per share data)           
|Interest
Income:                                        
|Interest
and fees on loans                              
|Interest
on mortgages held-for-sale                     
|Interest
on securities available-for-sale               
|Interest
on securities held-to-maturity:                
|Taxable                                                 
|Tax-exempt                                              
|Interest
on deposits                                    
|Interest
on federal funds sold and resale agreements    
|Interest
on trading account securities                  
|Total
interest income                                   
|                                                        
|Interest
Expense:                                       
|Interest
on domestic deposits                           
|Interest
on foreign deposits                            
|Interest
on other borrowed funds                        
|Interest
on subordinated debt                           
|Total
interest expense                                  
|                                                        
|Net Interest
Income                                     
|                                                        
|Provision
for credit losses                             
|Net interest
income after provision                     
|for credit
losses                                       
|                                                        
|Other
Income:                                           
|Mortgage
banking revenues (net)                         
|Investment
management and trust revenues                
|Deposit
account revenues                                
|Insurance
sales commissions                             
|ATM revenues                                            
|Brokerage
commissions                                   
|Securities
gains                                        
|Nonrecurring
income                                     
|Other                                                   
|Total
other income                                      
|                                                        
|Other
Expenses:                                         
|Salaries
and employee benefits                          
|Occupancy
expense                                       
|Equipment
expense                                       
|Amortization
of goodwill and intangibles                
|Advertising
and promotion                               
|Other
expenses                                          
|Total
other expenses                                    
|Merger
charges                                          
|Total                                                   
|Income
Before Income Taxes                              
|Income
taxes                                            
|Income
taxes (applicable to merger charges)             
|Net Income                                              
|                                                        
|Earnings
Per Common Share:                              
|Basic                                                   
|Diluted                                                 
|                                                        
|Dividends
Per Common Share                              
|                                                        
|Average
number of shares used to compute: (in thousands)
|Basic
earnings per share                                
|Diluted
earnings per share                              

The accompanying notes to consolidated financial statements
are an integral part of these statements.

---

|OLD
KENT FINANCIAL CORPORATION AND SUBSIDIARIES   |      |  |      | 
|------------------------------------------------- | ---- |  | ---- | 
|Consolidated
Statements of Cash Flows (Unaudited) |      |  |      | 
|Nine months ended September 30,                  
|(dollars
in thousands)                            | 1999 |  | 1998 | 
|                                                  |      |  |      | 

|CASH
FLOWS FROM OPERATING ACTIVITIES:
|-------------------------------------
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|CASH
FLOWS FROM INVESTING ACTIVITIES:
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|CASH
FLOWS FROM FINANCING ACTIVITIES:
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     

The accompanying notes to consolidated financial statements
are an integral part of these statements.

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 1999

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, 1999 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1999.
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, 1998.

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 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.

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 right ("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 FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 1999

NOTE C: ADOPTION OF FASB 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 137,
Deferral of the Effective Date of FASB Statement No. 133. The Statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts)
be recorded in the balance sheet as either an asset or a liability measured
at its fair value. The Statement requires that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate,
and assess the effectiveness of transactions that receive hedge accounting.

Statement 133 is effective beginning January 1, 2001.
A company may also implement the Statement as of the beginning of any fiscal
quarter after issuance. Statement 133 cannot be applied retroactively.
Statement 133 must be applied to (a) derivative instruments and (b) certain
derivative instruments embedded in hybrid contracts that were issued, acquired,
or substantively modified after December 31, 1998 (and, at Old Kent's election,
those issued or acquired before January 1, 1999).

Old Kent has not yet quantified the impacts of adopting
Statement 133 on the consolidated financial statements and has not determined
the timing of or method of adoption of Statement 133. However, the Statement
could increase volatility in earnings and other comprehensive income.

NOTE D: LOANS AND NONPERFORMING ASSETS

The following summarizes loans and nonperforming assets
at the dates indicated (in thousands of dollars):

| | September 30,                       |             | December 31,
| | ----------------------------------- | ----------- | ------------
| | Loans:                              | 1999        |             
| | Commercial                          | $3,088,811  |             
| | Real estate
- Commercial            | 2,299,454   |             
| | Real estate
- Construction          | 945,731     |             
| | Real estate
- Residential mortgages | 1,539,215   |             
| | Real estate
- Consumer home equity  | 1,774,763   |             
| | Consumer                            | 1,388,425   |             
| | Lease
financing                     | 213,861     |             
| | Total
Loans                         | $11,250,260 |             

| | September 30,                  |         | December 31,
| | ------------------------------ | ------- | ------------
| | Nonperforming
assets:          | 1999    |             
| | Nonaccrual
loans               | $50,617 |             
| | Restructured
loans             | 1,876   |             
| | Impaired loans                 | 52,493  |             
| | Other
real estate owned        | 6,512   |             
| | Total
nonperforming assets     | $59,005 |             
| |                                |         |             
| | Loans
past due 90 days or more | $17,082 |             

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 1999

At September 30, 1999, the Corporation's management has
identified loans totaling approximately $17.4 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, 1999, other circumstances caused management to seriously doubt the
ability of the borrowers to continue to remain in compliance with existing
loan repayment terms.

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 (in thousands of dollars):

| | For the Nine Months                                             |         
| | --------------------------------------------------------------- | --------
| | ended September 30,                                             |         
| | Allowance
for Credit Losses                                     | 1999    
| | Balance
at beginning of period                                  | $179,605
| | Changes
in allowance due to acquisitions / divestitures / sales | 120     
| | Provision
for credit losses                                     | 18,653  
| | Gross
loans charged-off                                         | (28,653 
| | Gross
recoveries of loans previously charged-off                | 16,244  
| | Balance
at end of period                                        | $185,969

| | For the Nine Months                       |        
| | ----------------------------------------- | -------
| | ended September 30,                       |        
| | Net
Loan Charge-Offs                      | 1999   
| | Commercial
& Commercial Real Estate Loans | $2,840 
| | Consumer                                  | 8,046  
| | Residential
Mortgages                     | 553    
| | Leases                                    | 970    
| | Total
Net Charge-Offs                     | $12,409

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):

| |                                             |            |           |         |            |         |            |             | Carrying 
| | ------------------------------------------- | ---------- | --------- | ------- | ---------- | ------- | ---------- | ----------- | ---------
| |                                             |            |           |         | Gross      |         | Gross      |             | Value    
| |                                             |            | Amortized |         | Unrealized |         | Unrealized |             | at Market
| | September 30, 1999:                         |            | Cost      |         | Gains      |         | Losses     |             | Value    
| | U.S. Treasury
and federal agency securities | $  609,373 |           | $  674  |            | $11,390 |            | $   598,657
| | Collateralized
mortgage obligations:        |            |           |         |            |         |            |            
| | U.S. Government
issued                      | 1,128,835  |           | 273     |            | 25,466  |            | 1,103,642  
| | Privately
issued                            | 304,077    |           | --      |            | 4,654   |            | 299,423    
| | Mortgage-backed
pass-through securities     | 435,478    |           | 404     |            | 13,819  |            | 422,063    
| | State
and political subdivisions            | 16,381     |           | 2,948   |            | 43      |            | 19,286     
| | Other
securities                            | 194,366    |           | 82      |            | 2,616   |            | 191,832    
| | Total
securities available-for-sale         | $2,688,510 |           | $ 4,381 |            | $57,988 |            | $2,634,903 

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 1999



| |                    |  |           |  |            |  |            |  | Carrying 
| | ------------------ |  | --------- |  | ---------- |  | ---------- |  | ---------
| |                    |  |           |  | Gross      |  | Gross      |  | Value    
| |                    |  | Amortized |  | Unrealized |  | Unrealized |  | at Market
| | December 31, 1999: |  | Cost      |  | Gains      |  | Losses     |  | Value    

| | U.S. Treasury
and federal agency securities | $1,168,946 |  | $28,964 |  | $      51 |  | $1,197,859
| | ------------------------------------------- | ---------- |  | ------- |  | --------- |  | ----------
| | Collateralized
mortgage obligations:        |            |  |         |  |           |  |           
| | U.S. Government
issued                      | 1,267,819  |  | 8,661   |  | 1,817     |  | 1,274,663 
| | Privately
issued                            | 366,307    |  | 2,057   |  | 902       |  | 367,462   
| | Mortgage-backed
pass-through securities     | 198,890    |  | 1,499   |  | 671       |  | 199,718   
| | State
and political subdivisions            | 16,851     |  | 2,591   |  | 1         |  | 19,441    
| | Other
securities                            | 266,537    |  | 11,399  |  | 1,577     |  | 276,359   
| | Total
securities available-for-sale         | $3,285,350 |  | $55,171 |  | $ 5,019   |  | $3,335,502

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      |            |       
| | ------------------------------------------- | -------- | --------- | --------- | ---------- | -------- | ---------- | ---------- | ------
| |                                             |          | Amortized |           | Unrealized |          | Unrealized |            | Market
| | September 30, 1999:                         |          | Cost      |           | Gains      |          | Losses     |            | Value 
| | U.S. Treasury
and federal agency securities | $ 84,659 |           | $   231   |            | $    209 |            | $   84,681
| | Collateralized
mortgage obligations:        |          |           |           |            |          |            |           
| | U.S. Government
issued                      | 33,641   |           | --        |            | 456      |            | 33,185    
| | Privately
issued                            | 4,963    |           | --        |            | 43       |            | 4,920     
| | Mortgage-backed
pass-through securities     | 65,521   |           | 1,217     |            | 645      |            | 66,093    
| | State
and political subdivisions            | 501,662  |           | 6,938     |            | 18,732   |            | 489,868   
| | Other
securities                            | 4,116    |           | 2         |            | --       |            | 4,118     
| | Total
securities held to maturity           | $694,562 |           | $8,388    |            | $20,085  |            | $682,865  
| |                                             |          |           |           |            |          |            |            |       
| | December 31, 1998:                          |          |           |           |            |          |            |            |       
| | U.S. Treasury
and federal agency securities | $182,364 |           | $   2,406 |            | $    33  |            | $184,737  
| | Collateralized
mortgage obligations:        |          |           |           |            |          |            |           
| | U.S. Government
issued                      | 65,647   |           | 77        |            | 240      |            | 65,484    
| | Privately
issued                            | 26,210   |           | --        |            | 106      |            | 26,104    
| | Mortgage-backed
pass-through securities     | 88,512   |           | 1,974     |            | 93       |            | 90,393    
| | State
and political subdivisions            | 440,077  |           | 16,347    |            | 467      |            | 455,957   
| | Other
securities                            | 935      |           | --        |            | --       |            | 935       
| | Total
securities held to maturity           | $803,745 |           | $20,804   |            | $ 939    |            | $823,610  

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 1999

NOTE H: SHAREHOLDERS' EQUITY

In June, 1999, the Board of Directors of Old Kent Financial
Corporation declared a 5% stock dividend payable July 19, 1999, to shareholders
of record on June 29, 1999. All per share amounts included in this report
have been adjusted to reflect this dividend.

At that same meeting, Old Kent's Directors authorized
management, at its discretion, to purchase up to 3.0 million shares of
the Corporation's common stock. It is anticipated that these shares will
be purchased by the Corporation in a systematic program of open market
or privately negotiated purchases over the ensuing twelve month period. They will be reserved for later reissue
in connection with potential future stock dividends, the dividend reinvestment
plan, employee benefit plans, and other general corporate purposes. To
date, 750,000 shares have been purchased by the corporation under this
authorization.

NOTE I: REPORTABLE OPERATING SEGMENTS

Under the provisions of "SFAS No. 131," Old Kent has six
reportable operating segments: Corporate Banking, Retail Banking, Community
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 differs in product emphasis.

The following table summarizes information about reportable
operating segments' profit for the three month period ended September 30,
1999 and 1998:

|                                |          |  | Net Interest |  | Non Interest    |   | Net    | 
|------------------------------- | -------- |  | ------------ |  | --------------- | - | ------ | 
|                                |          |  | Income       |  | Income and Fees |   | Income | 
|September
30, 1999              |          |  |              |  |                 |   |       
|Corporate
Banking               | $ 39,426 |  | $ 4,388      |  | $17,922         |  
|Retail
Banking                  | 71,898   |  | 16,020       |  | 17,655          |  
|Community
Banking               | 44,438   |  | 9,015        |  | 16,721          |  
|Investment
& Insurance Services | 5,032    |  | 26,612       |  | 7,438           |  
|Mortgage
Banking                | 13,511   |  | 47,123       |  | 6,323           |  
|Treasury                        | 39       |  | 1,270        |  | 4,328           |  
|Reconciling
Items*              | --       |  | --           |  | (17,600         | )
|Consolidated                    | $174,344 |  | $104,428     |  | $52,787         |  
|                                |          |  |              |  |                 |   |        | 
|September
30, 1998              |          |  |              |  |                 |   |       
|Corporate
Banking               | $ 36,112 |  | $ 3,362      |  | $14,319         |  
|Retail
Banking                  | 67,556   |  | 14,173       |  | 16,167          |  
|Community
Banking               | 43,134   |  | 9,908        |  | 16,028          |  
|Investment
& Insurance Services | 4,148    |  | 23,176       |  | 4,829           |  
|Mortgage
Banking                | 5,206    |  | 39,955       |  | 4,212           |  
|Treasury                        | 3,929    |  | 4,978        |  | 6,329           |  
|Consolidated                    | $160,085 |  | $ 95,552     |  | $61,884         |  

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 1999

The following table summarizes information about reportable
operating segments' profit for the nine month period ended September 30,
1999 and 1998:

|                                |          |  | Net Interest |  | Non Interest    |   | Net    | 
|------------------------------- | -------- |  | ------------ |  | --------------- | - | ------ | 
|                                |          |  | Income       |  | Income and Fees |   | Income | 
|September
30, 1999              |          |  |              |  |                 |   |       
|Corporate
Banking               | $114,528 |  | $  11,831    |  | $ 50,803        |  
|Retail
Banking                  | 207,040  |  | 46,165       |  | 46,888          |  
|Community
Banking               | 129,733  |  | 28,090       |  | 44,437          |  
|Investment
& Insurance Services | 14,535   |  | 79,742       |  | 22,022          |  
|Mortgage
Banking                | 37,346   |  | 140,982      |  | 18,718          |  
|Treasury                        | 3,760    |  | 10,583       |  | 16,063          |  
|Reconciling
Items*              | --       |  | --           |  | (17,600         | )
|Consolidated                    | $506,942 |  | $317,393     |  | $181,331        |  
|September
30, 1998              |          |  |              |  |                 |  
|Corporate
Banking               | $109,353 |  | $   9,450    |  | $ 43,584        |  
|Retail
Banking                  | 197,197  |  | 40,970       |  | 45,384          |  
|Community
Banking               | 128,324  |  | 37,204       |  | 46,644          |  
|Investment
& Insurance Services | 12,055   |  | 67,496       |  | 14,168          |  
|Mortgage
Banking                | 16,815   |  | 106,690      |  | 10,575          |  
|Treasury                        | 18,056   |  | 14,419       |  | 21,054          |  
|Consolidated                    | $481,800 |  | $276,229     |  | $181,409        |  

*The reconciling items in the table above reflect the
one-time charges related to Old Kent's mergers with CFSB Bancorp, Inc.
and Pinnacle Banc Group Inc. The merger charges totaled $17.6 million after-tax
and are described in more detail in Note M.

NOTE J: OTHER ASSETS

Other assets, as shown in the accompanying consolidated
balance sheets, include the following (net of amortization):

|                         |          |  |          | September 30, |  | December 31,
|------------------------ | -------- |  | -------- | ------------- |  | ------------
|                         |          |  |          | 1999          |  | 1998        
|Goodwill                 | $116,488 |  | $122,089
|Core Deposit
Intangibles | 17,276   |  | 20,560  
|Total                    | $133,764 |  | $142,649

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

|                                                   |          |  |          | September 30, |  | December 31,
|-------------------------------------------------- | -------- |  | -------- | ------------- |  | ------------
|                                                   |          |  |          | 1999          |  | 1998        
|MSRs (net
of amortization)                         | $281,038 |  | $227,626
|Less servicing
impairment reserve                  | (6,087)  |  | (9,129) 
|Carrying
value of MSRs                             | $274,951 |  | $218,497
|Estimated
aggregate fair value of capitalized MSRs | $333,000 |  | $253,000

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 1999

The following reflects changes in capitalized mortgage
serving rights for the time periods indicated:

|                               |           |  |          | For the Nine Months
|------------------------------ | --------- |  | -------- | -------------------
|                               |           |  |          | ended September 30,
|                               |           |  |          | 1999               
|Balance
at beginning of period | $218,497  |  | $146,359
|Additions                      | 212,965   |  | 138,483 
|Sales                          | (113,778) |  | (55,577)
|Amortization                   | (45,775)  |  | (37,019)
|Impairment
Provision           | 3,042     |  | (4,500) 
|Balance
at end of period       | $274,951  |  | $187,746

Old Kent Mortgage Company actively manages prepayment
risks associated with mortgage servicing rights through its significant
loan origination and replenishment capacity, customer retention initiatives,
recurring bulk sales of mortgage servicing rights, and use of financial
hedges. Old Kent Mortgage Company has entered into an agreement to sell
mortgage serving rights associated with $4.5 to $9.0 billion of mortgage
loans during 1999 and $2.5 to $5.0 billion during 2000. This forward bulk
servicing sale agreement provides for quarterly sales of newly originated
conventional mortgage servicing rights.

NOTE K: EARNINGS PER SHARE

The following table reconciles the numerators and denominators
used in the calculations of basic and diluted earnings per share:

|                                                                                   |             |             | For the Three Months | For the Nine Months
|---------------------------------------------------------------------------------- | ----------- | ----------- | -------------------- | -------------------
|                                                                                   |             |             | ended September 30,  | ended September 30,
|                                                                                   |             |             | 1999                 | 1998               
|                                                                                   |             |             |                      |                    
|Numerators:
Numerator for both basic and diluted
   earnings per share, net income | 52,787,000  | 61,884,000  | 181,331,000          | 181,409,000        
|                                                                                   |             |             |                      |                    
|Denominators:                                                                      |             |             |                      |                    
|Denominator
for basic earnings per share, average
   outstanding common shares     | 118,448,000 | 122,637,000 | 119,047,000          | 124,277,000        
|Potential
dilutive shares resulting from employee stock plans                      | 918,000     | 1,159,000   | 1,068,000            | 1,206,000          
|Denominator
for diluted earnings per share                                         | 119,366,000 | 123,796,000 | 120,115,000          | 125,483,000        
|                                                                                   |             |             |                      |                    
|                                                                                   |             |             |                      |                    
|Earnings
per share:                                                                |             |             |                      |                    
|Basic                                                                              |             | $0.45       | $0.51                | $1.52              
|Diluted                                                                            |             | $0.44       | $0.50                | $1.51              

Potential dilutive shares resulting from employee stock
plans did not include outstanding options to purchase shares totaling 1.9 million and 3,150
ranging from $40.74 to $41.85 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 for
those periods. 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, 1999



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
$41 million and $76 million for the quarters ended September 30, 1999 and
1998, respectively, and approximately $114 million and $197 million for
the nine month period ended September 30, 1999 and 1998, respectively.

NOTE M: BUSINESS COMBINATIONS

On July 9, 1999, Old Kent completed the acquisition of
CFSB Bancorp, Inc. ("CFSB"). The merger was accounted for as a pooling-of-interests.
Old Kent exchanged .5939 shares of Old Kent Common Stock for each outstanding
share of CFSB Common Stock. The issuance totaled approximately 5.5 million
shares. CFSB was a holding company headquartered in Lansing, Michigan.
When acquired, CFSB had consolidated assets of approximately $878 million
and consolidated deposits of approximately $567 million. CFSB was the parent
of Community First Bank. CFSB provided banking services through sixteen
offices in Ingham, Clinton, Eaton and Ionia counties.

On September 3, 1999, Old Kent completed the acquisition
of Pinnacle Banc Group, Inc. ("Pinnacle"). The merger was accounted for
as a pooling-of-interests. Old Kent exchanged .75285 shares of Old Kent
Common Stock for each outstanding share of Pinnacle Common Stock. The issuance
totaled approximately 5.7 million shares. Pinnacle was a bank holding company
headquartered in the Chicago suburb of Oak Brook, Illinois. When acquired,
Pinnacle had assets of approximately $1,005 million and consolidated deposits
of approximately $861 million. Pinnacle was the parent of Pinnacle Bank,
which operated thirteen branches in the Chicago metropolitan area and Pinnacle
Bank of the Quad-Cities which operated three branches in western Illinois.

During the third quarter of 1999, Old Kent recognized
$17.6 million of after-tax, merger related charges associated with CFSB
and Pinnacle which had the effect of reducing earnings per share by $.15.
On a pre-tax basis, the charges consisted of transaction costs of $2.0
million; employment charges of $11.8 million primarily related to redundant
staffing; and $12.2 million mainly associated with contract cancellation
costs and asset obsolescence for duplicate operations. Old Kent's unexpended
reserves were $15.9 million at September 30, 1999.

On July 29, 1999, Old Kent entered into a definitive agreement
for the acquisition of Merchants Bancorp, Inc. ("Merchants"). The merger
is intended to be accounted for as a pooling-of-interests. Old Kent will
exchange .830 shares of Old Kent Common Stock for each outstanding share
of Merchants Common Stock. Old Kent expects to issue approximately 4.5
million shares related to this transaction. Merchants is a bank holding
company headquartered in Aurora, Illinois, with consolidated assets of
approximately $984 million and consolidated deposits of approximately $746
million at September 30, 1999. Merchants operates 12 suburban Chicago area
banking sites as well as two banking sites in Dekalb and Kendall Counties.
The merger is subject to shareholder and regulatory approval and is expected
to be completed in the first quarter of 2000.

On September 10, 1999, Old Kent entered into a definitive
agreement for the acquisition of Grand Premier Financial, Inc. ("Grand
Premier"). The merger is intended to be accounted for as a pooling-of-interests.
Old Kent will exchange .4231 shares of Old Kent Common Stock for each outstanding
share of Grand Premier Common Stock. Old Kent expects to issue approximately
10 million shares related to this transaction. Grand Premier is a bank
holding company headquartered in Wauconda, Illinois, with consolidated
assets of approximately $1.6 billion and consolidated deposits of approximately
$1.4 billion at September 30, 1999. Grand Premier operates 23 banking offices
in the Chicago area and Northern

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued (Unaudited)
September 30, 1999

Illinois. The merger is subject to shareholder
and regulatory approval and is expected to be completed in the second quarter
of 2000.

NOTE N: LONG TERM DEBT

Long term debt, as shown in the accompanying consolidated
balance sheets, consists of the following:

|                                                 |          |  |          | September 30, |  | December 31,
|------------------------------------------------ | -------- |  | -------- | ------------- |  | ------------
|                                                 |          |  |          | 1999          |  | 1998        
|Subordinated
notes, 6 5/8% due November 15, 2005 | $100,000 |  | $100,000
|Capital
securities, as described below           | 100,000  |  | 100,000 
|Total
long term debt                             | $200,000 |  | $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. Issuance of the Preferred Securities by the
Trust had the effect of increasing Old Kent's regulatory capital. Proceeds
from the sale of the Debenture to the Trust were available for general
corporate purposes, including repurchase of shares.

---

|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.

As discussed in Note M to the Financial Statements, Old
Kent completed the mergers of CFSB Bancorp, Inc. as of July 9, 1999 and
Pinnacle BancGroup, Inc. as of September 3, 1999 into Old Kent. These mergers
were accounted for as pooling-of-interests and all financial information
in this report has been adjusted to reflect these business combinations.

RESULTS OF OPERATIONS

Old Kent's net income was $52.8 million for the third
quarter of 1999 compared to $61.9 million for the same period of 1998.
Third quarter diluted earnings per share was $.44, a 12% decrease from
$.50 for the same period last year. For the nine month period ended September
30, 1999, net income was $181.3 million compared to $181.4 million a year
ago and diluted earnings per share was $1.51, a 4.9% increase over $1.44 for 1998 year
to date.

During the third quarter of 1999, Old Kent recognized
$17.6 million of after-tax, merger related charges which had the effect
of reducing diluted earnings per share by $.15. Excluding these merger
charges, diluted earnings per share was $.59 for the three months ended
September 30, 1999 or 18% better than the same period for 1998. Third quarter
1999 operating net income was $70.4 million or 13.7% greater than net income
of $61.9 million for the same period for 1998.

Total assets were $17.6 billion at quarter-end compared
to $18.6 billion at December 31, 1998. The decrease was primarily a result
of a reduction in mortgages held-for-sale. Return on average equity for
the third quarter of 1999 was 16.9% compared to 18.6% for the third quarter
of 1998. Return on average assets was 1.18% for the third quarter of 1999
compared to 1.42% for the third quarter of 1998.

Old Kent's net interest income for the third quarter of
1999 was $174.3 million, an 8.9% increase over the $160.1 million recorded
in the same period of 1998. For the third quarter of 1999, the net interest
margin was 4.33% compared to 4.07% a year ago. These increases are due
to a favorable change in the asset mix as well as a decrease in costs of
funds. On the asset side, higher yielding commercial and consumer loans
grew $1.4 billion, while lower yielding securities and mortgages held-for-sale
decreased $1.6 billion. On the funding side, savings and DDA combined grew
$464 million and wholesale borrowing grew $338 million to offset decreases
of $444 million in consumer time and negotiable and foreign deposits. The
net of these changes increased the margin by 26 basis points compared to
third quarter, 1998.

The provision for credit losses was $6.8 million in the
third quarter of 1999 and $8.7 million in the third quarter of 1998. Net
credit losses were $2.2 million or .07% of average loans for the third
quarter of 1999 compared to $8.4 million or .33% of average loans for the
same period a year ago. The decrease was primarily due to lower net charge
offs in the consumer and commercial portfolios. This improvement was directly
attributable to strong credit quality policies as well as emphasis in reducing
loan balances with undesirable credit risk through sale transactions or
through exits of the credit relationship. The allowance for credit losses
as a percent of loans and leases outstanding was 1.65% at September 30,
1999 and 1.76%

---

Total other operating income, (other income, excluding
securities transactions and other nonrecurring income) increased 14% or
$12.8 million during the third quarter of 1999 over the same period a year
ago. The mortgage banking business contributed $6.4 million of this increase,
primarily as a result of growth and expansion of Old Kent Mortgage Company,
along with a generally favorable economy. Investment management and trust
revenues increased 11.9% or $2.0 million as a result of focused sales initiatives
and business development efforts. Service charges on deposits increased
10.2% or $1.7 million. All other service charges and fees increased $2.7
million over the same period a year ago.

Old Kent sold approximately $2.8 billion of residential
mortgage loans during the quarter. Old Kent's residential third party mortgage
servicing portfolio was $15.1 billion at September 30, 1999, and $14.0
billion at December 31, 1998.

Total net securities gains for the third quarter of 1999
were $3 thousand compared to gains of $3.9 million for the same period
of 1998.

Total operating expenses excluding merger related charges
for the third quarter of 1999 increased $10.1 million, or 6.6%, over the
same period in 1998. These increases are primarily attributable to the
growth in Mortgage Banking. Old Kent Mortgage Company operated 152 branches
in 31 states as of September 30, 1999 compared to 136 branches in 32 states
as of September 30, 1998 and 167 branches in 32 states
as of June 30, 1999.

Salaries, wages and employee benefits increased $4.9 million
or 6.0% for the third quarter of 1999 over the third quarter of 1998 largely
as a result of increased staffing in the Mortgage Company. The number of
full-time equivalent employees for the Corporation increased by 406 over
a year ago, to 8,304 at September 30, 1999.

|                            |                                | September 30, |  |      
|--------------------------- | ------------------------------ | ------------- |  | -----
|                            |                                | 1999          |  | 1998 
|Full-time equivalent
staff: |                                |               |  |      
|                            | Banking units                  | 5,033         |  | 5,343
|                            | Mortgage banking               | 2,951         |  | 2,227
|                            | Insurance, leasing & brokerage | 320           |  | 328  
|                            |                                |               |  |      
|                            | Total                          | 8,304         |  | 7,898

During the third quarter of 1999 compared to the same
period a year ago, occupancy expenses increased 6.6%, and equipment expenses
increased 8.2%. Other operating expenses increased by 58.3% or $29.7 million
over the prior year including $26 million in merger related charges.

YEAR 2000 READINESS DISCLOSURE

The Corporation is currently in the process of addressing
a significant issue facing all users of automated information systems.
The problem is that many computer systems that process transactions based
on two digits representing the year of transaction may recognize a date
using "00" as the year 1900 rather than the year 2000. The problem could
affect a wide variety of automated information systems such as

---

The Corporation initiated its Year 2000 analysis in early
1995. The assessment included an inventory of software applications, communications
with third party vendors and suppliers, and certification of compliance
from third party providers. The Corporation has a comprehensive written
plan which is regularly updated and monitored by technical and non-technical
management and personnel. Plan status is regularly reviewed by management
of the Corporation and reported upon to the Board of Directors.

The Corporation utilizes vendor supplied software packages
for its "mission critical" applications. All "mission critical" systems
were Year 2000 ready with the current releases installed and tested for
all applications and were in production on December 31, 1998.  In addition,
the Corporation has acquired testing tools which were used during a second
phase of testing completed on June 30, 1999. System dates were reset and
validation took place in an integrated event level testing environment.

The testing of the remediated systems was very successful
with no significant failures experienced when processing data beyond December
31, 1999. The Corporation has also updated its business resumption plans
to include contingency actions for Year 2000 issues. With these measures
in place, the Corporation expects no materially adverse failures in its
data processing systems as a result of the century change. As of September
30, 1999, Old Kent management believes that it is compliant on all material
applications.

Diagnosis, reprogramming and other remedies are expected
to result in expenditures of approximately $16 million, over the four years
ended December 31, 1999. As of September 30, 1999, approximately $15.2
million of these expenditures have been recognized as incurred by Old Kent
since 1995.

In addition to reviewing its own computer operating systems
and applications, the Corporation has initiated formal communications with
its significant suppliers (operating risk) and large customers (credit
risk) to determine the extent to which Old Kent is vulnerable to those
third parties' failure to resolve their own Year 2000 issues. There is
no assurance that the systems of other companies on which the Corporation's
systems rely will be timely converted. If such modifications and conversions
are not made, or are not completed in a timely manner, the Year 2000 issue
could have an adverse impact on the operations of the Corporation. The
Corporation's Year 2000 contingency plans for each line of business will
address alternative processing methods for all critical functions including
lending, transaction processing, liquidity and service delivery methods.

This Year 2000 Readiness Disclosure is based upon and
partially repeats information provided by Old Kent's outside consultants,
vendors and others regarding the Year 2000 readiness of Old Kent and its
customers, vendors and other parties. Although management believes this
information to be accurate, it has not in each case independently verified
such information.

BALANCE SHEET CHANGES

Total interest-earning assets decreased 4.6% or $781 million
from December 31, 1998. Loans increased $1.0 billion or 10% since year
end 1998. Total securities decreased $810 million since year-end 1998.
Mortgages held-for-sale decreased 35.9% or $812 million. Other interest-earning
assets, primarily

---

primarily representing securitized mortgages classified as trading
account securities, decreased $291 million since year end 1998.
Total deposits decreased $842 million or 5.8% from year-end
1998; non-interest-bearing deposits decreased 10.4% or $234 million and
interest-bearing deposits decreased 5.0% or $608 million. Other borrowed
funds decreased $75 million from December 31, 1998.

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.

At September 30, 1999, shareholders' equity was $1,238.1
million compared to $1,321.9 million at December 31, 1998. The changes
in total shareholders' equity and book value per common share are summarized
in the tables below.

|                                        | Total Share-
holders' Equity
(in millions) |   | Book Value
Per Common
Share |  
|--------------------------------------- | ------------------------------------------ | - | --------------------------- | -
|Balance, December 31, 1998              | $ 1,321.9                                  |   | $10.95                      |  
|Net income for the nine months
ended    | 181.3                                      |   | 1.51                        |  
|September
30, 1999                      |                                            |   |                             |  
|Cash dividends paid                     | (71.6                                      | ) | (.61                        | )
|Change in other comprehensive
income    | (67.5                                      | ) | (.57                        | )
|Other Changes                           | 1.9                                        |   | .02                         |  
|Stock repurchases (net of stock
issued) | (127.9                                     | ) | (.82                        | )
|Balance, September 30, 1999             | $1,238.1                                   |   | $10.48                      |  

As shown in the table below, the Corporation repurchased
approximately 750 thousand shares of its common stock during the three
months ended September 30, 1999. A portion of these shares were repurchased pursuant
to previously announced authorizations by Old Kent's board of directors.
The repurchase of these shares had a beneficial effect on earnings per
common share and return on average equity for the three month period ended
September 30, 1999.

---

|                           | Total       |  | Stock
Dividends |  | Dividend
Reinvestment
and Employee
Stock Plans
|-------------------------- | ----------- |  | --------------- |  | ----------------------------------------------
|Shares reserved at 6/30/99 | 5,988,551   |  | 5,018,209       |  | 970,342                                       
|Shares repurchased         | 750,000     |  | 375,000         |  | 375,000                                       
|Shares reissued            | (5,240,108) |  | (5,018,209)     |  | (221,899)                                     
|Shares reserved at 9/30/99 | 1,498,443   |  | 375,000         |  | 1,123,443                                     

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 permissible
needs.

At September 30, 1999, Old Kent held 1.5 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 future reissuance in connection with stock dividends,
dividend reinvestment and employee stock plans, and other corporate purposes.
Under the authorization, approximately 1.5 million of the total 3.0 million
shares authorized are intended for anticipated future stock dividends.
These shares will be 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.

At Old Kent's Annual Shareholders meeting in April 1999,
the Stock Incentive Plan of 1999 was approved. Stock options have been
an important component of Old Kent's executive incentive programs for many
years. This new plan awards options to a much broader group of employees.
The management of Old Kent believes that stock options are inherently performance-based
compensation, in that they depend entirely on growth in stock price for
their value. As of June 21, 1999, the Compensation Committee of the Old
Kent Board of Directors approved grants of approximately 1.8 million stock
options (adjusted for the 5% stock dividend) to employees.

In June, 1999, the Board of Directors of Old Kent Financial
Corporation declared a 5% stock dividend payable July 19, 1999, to shareholders
of record on June 29, 1999. All per share amounts included in this report
have been adjusted to reflect this dividend.

Total equity at September 30, 1999, was decreased by an
after-tax unrealized loss of $35 million on securities available-for-sale.
Shareholders' equity as a percentage of total assets as of September 30,
1999, was 7.02%.

---

|Regulatory capital at September
30, 1999
(in millions) | Leverage
Ratio |  | Tier 1
Risk-Based
Capital |  | Total
Risk-Based
Capital | 
|------------------------------------------------------ | -------------- |  | ------------------------- |  | ------------------------ | 
|Actual capital                                         | $1,244.7       |  | $1,244.7                  |  | $1,510.2                 | 
|Required minimum regulatory capital                    | $  533.7       |  | $  531.0                  |  | $1,062.0                 | 
|Capital in excess of requirements                      | $  711.0       |  | $  713.7                  |  | $  448.2                 | 
|Actual ratio                                           | 7.00%          |  | 9.38%                     |  | 11.38%                   | 
|Regulatory Minimum Ratio                               | 3.00%          |  | 4.00%                     |  | 8.00%                    | 
|Ratio considered "well capitalized"                    |                |  |                           |  |                          | 
|by regulatory agencies                                 | 5.00%          |  | 6.00%                     |  | 10.00%                   | 



|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, 1998, 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 manages this risk with three tools:
static GAP analysis, simulation modeling, and economic value of equity
estimation. Throughout the first nine months of 1999, 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. OTHER INFORMATION



|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
CFSB Bancorp, Inc., Old Kent Financial Corporation and OKFC Acquisition
Corporation. Previously filed as Exhibit 2 to Old Kent's Form S-4 Registration
Statement (Registration No. 333-75653) filed April 27, 1999. Here incorporated
by reference.  
| |        |  |                                                                                                                                                                                                                                                                                           
| | 2.2    |  | Agreement and Plan of Merger between
Pinnacle Banc Group, Inc., Old Kent Financial Corporation and OKFC Merger
Corporation. Previously filed as Exhibit 2.1 to Old Kent's Form S-4 Registration
Statement (Registration No. 333-78801) filed May 19, 1999. Here incorporated
by reference.
| |        |  |                                                                                                                                                                                                                                                                                           
| | 2.3    |  | 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.                            
| |        |  |                                                                                                                                                                                                                                                                                           
| | 2.4    |  | 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.                           
| |        |  |                                                                                                                                                                                                                                                                                           
| | 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 15, 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 1999:
| | --- | ------------------------------------------------------------------------------



| | Date of Event     | Item     |  | Financial Statements        
| | ----------------- | -------- |  | ----------------------------
| | Reported          | Reported |  | Filed                       
| |                   |          |  |                             
| | July 9, 1999      | 5, 7     |  | N/A                         
| |                   |          |  |                             
| | July 15, 1999     | 5,7      |  | N/A                         
| |                   |          |  |                             
| | July 29, 1999     | 5,7      |  | N/A                         
| |                   |          |  |                             
| | August 31, 1999   | 5        |  | One Month Condensed
Combined
| |                   |          |  | Income Statement (Unaudited)
|
| | September 7, 1999 | 5,7      |  | N/A                         

---

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.

|Date:   November 12, 1999 | OLD KENT FINANCIAL CORPORATION
 
 
/s/ David J. WagnerDavid J. Wagner
Chairman of the Board, President
and
Chief Executive Officer
|------------------------- | ----------------------------------------------------------------------------------------------------------------------------------
|Date:   November 12, 1999 | /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
CFSB Bancorp, Inc., Old Kent Financial Corporation and OKFC Acquisition
Corporation. Previously filed as Exhibit 2 to Old Kent's Form S-4 Registration
Statement (Registration No. 333-75653) filed April 27, 1999. Here incorporated
by reference.  
| |        |  |                                                                                                                                                                                                                                                                                           
| | 2.2    |  | Agreement and Plan of Merger between
Pinnacle Banc Group, Inc., Old Kent Financial Corporation and OKFC Merger
Corporation. Previously filed as Exhibit 2.1 to Old Kent's Form S-4 Registration
Statement (Registration No. 333-78801) filed May 19, 1999. Here incorporated
by reference.
| |        |  |                                                                                                                                                                                                                                                                                           
| | 2.3    |  | 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.                           
| |        |  |                                                                                                                                                                                                                                                                                           
| | 2.4    |  | 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.                          
| |        |  |                                                                                                                                                                                                                                                                                           
| | 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 15, 1999. Here incorporated
by reference.                                                                                                                                                       
| |        |  |                                                                                                                                                                                                                                                                                           
| | 12     |  | Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                       
| |        |  |                                                                                                                                                                                                                                                                                           
| | 27     |  | Financial Data Schedule.                                                                                                                                                                                                                                                                  

---