---



| | [X]   | Quarterly Report Pursuant to Section 13 or 15(d)     
| | ----- | -----------------------------------------------------
| |       | of the Securities Exchange Act of 1934               
| |       | For the quarterly period ended March 31, 2000
or     
| |       |                                                      
| | [   ] | Transition Report Pursuant to Section 13 or
15(d)    
| |       | of the Securities Exchange Act of 1934               
| |       | For the transition period from _______ to ___________

Commission File Number 0-14591

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



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



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
|----- |  | --

---

---

INDEX



|PART I.  | FINANCIAL INFORMATION
|-------- | ---------------------
|         |                      
|Item 1.  |                      
|         |                      
|         |                      
|         |                      
|         |                      
|         |                      
|         |                      
|         |                      
|         |                      
|         |                      
|         |                      
|         |                      
|         |                      
|Item 2.  |                      
|         |                      
|         |                      
|Item 3.  |                      
|         |                      
|PART II. | OTHER INFORMATION    
|         |                      
|Item 2.  |                      
|Item 4.  |                      
|Item 6.  |                      

SIGNATURES

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

---

|Item 1. | Financial Statements
|------- | --------------------

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
  Consolidated Balance Sheet (Unaudited)__________________________________________________________________

|(dollars in
thousands)                                        | March 31,
2000 |            | December 31,
1999
|------------------------------------------------------------- | -------------- | ---------- | -----------------
|                                                              |                |            |                  
|ASSETS:                                                       |                |            |                  
|Cash and due from
banks                                       | $              | 567,261    |                  
|Federal funds sold
and resale agreements                      |                | 50,735     |                  
|Total cash and cash
equivalents                               |                | 617,996    |                  
|Interest-earning deposits                                     |                | 404        |                  
|Mortgages held-for-sale                                       |                | 912,653    |                  
|Securities available-for-sale:                                |                |            |                  
|Collateralized
mortgage obligations and other mortgage-backed |                |            |                  
|securities                                                    |                | 2,060,222  |                  
|Other
securities                                              |                | 710,615    |                  
|Total securities available-for-sale
(amortized cost of        |                |            |                  
|$2,868,171 and $2,921,059
      respectively)                 |                | 2,770,837  |                  
|Securities held-to-maturity:                                  |                |            |                  
|Collateralized
mortgage obligations and other mortgage-backed |                |            |                  
|securities                                                    |                | 81,627     |                  
|Other
securities                                              |                | 515,180    |                  
|Total securities held-to-maturity
(market values of           |                |            |                  
|$577,618 and $590,348,
respectively)                          |                | 596,807    |                  
|Loans                                                         |                | 13,559,524 |                  
|Allowance for credit
losses                                   |                | (197,659   | )                
|Net loans                                                     |                | 13,361,865 |                  
|Premises and equipment                                        |                | 253,957    |                  
|Other assets                                                  |                | 1,150,355  |                  
|Total Assets                                                  | $              | 19,664,874 |                  
|                                                              |                |            |                  
|LIABILITIES AND
SHAREHOLDERS' EQUITY:                         |                |            |                  
|Liabilities:                                                  |                |            |                  
|Deposits:                                                     |                |            |                  
|Non-interest-bearing                                          | $              | 2,108,754  |                  
|Interest-bearing                                              |                | 12,240,503 |                  
|Foreign
deposits -- interest-bearing                          |                | 223,730    |                  
|Total deposits                                                |                | 14,572,987 |                  
|Other borrowed funds                                          |                | 3,267,759  |                  
|Other liabilities                                             |                | 310,003    |                  
|Long-term debt                                                |                | 200,000    |                  
|Total Liabilities                                             |                | 18,350,749 |                  
|                                                              |                |            |                  
|Shareholders' Equity:                                         |                |            |                  
|Preferred stock: 25,000,000
shares authorized and unissued    |                | --         |                  
|Common stock, $1 par
value: 300,000,000 shares authorized;    |                |            |                  
|121,578,000 and 121,930,000
shares issued and outstanding.    |                | 121,578    |                  
|Capital surplus.                                              |                | 334,438    |                  
|Retained earnings                                             |                | 934,984    |                  
|Accumulated other
comprehensive loss                          |                | (76,875    | )                
|Total Shareholders'
Equity                                    |                | 1,314,125  |                  
|                                                              |                |            |                  
|Total Liabilities
and Shareholders' Equity                    | $              | 19,664,874 |                  

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

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Income (Unaudited)__________________________________________________



|                                                               | For the Three Months Ended March 31, |        
|-------------------------------------------------------------- | ------------------------------------ | -------
|(dollars in thousands,
      except per share data)            | 2000                                 |        
|Interest Income:                                               |                                      |        
|Interest
      and fees on loans                               | $                                    | 280,536
|Interest
      on mortgages held-for-sale                      |                                      | 17,934 
|Interest
      on securities (taxable)                         |                                      | 44,226 
|Interest
      on securities (non-taxable)                     |                                      | 7,163  
|Interest
      on investments                                  |                                      | 638    
|Total interest
      income                                    |                                      | 350,497
|                                                               |                                      |        
|Interest Expense:                                              |                                      |        
|Interest
      on deposits                                     |                                      | 131,826
|Interest
      on other borrowed funds                         |                                      | 40,009 
|Interest
      on long-term obligations                        |                                      | 3,554  
|Total interest
      expense                                   |                                      | 175,389
|                                                               |                                      |        
|Net Interest Income                                            |                                      | 175,108
|                                                               |                                      |        
|Provision for credit
      losses                              |                                      | 10,372 
|Net interest
      income after provision                      |                                      |        
|for credit losses                                              |                                      | 164,736
|                                                               |                                      |        
|Other Income:                                                  |                                      |        
|Mortgage banking revenues
      (net)                          |                                      | 42,709 
|Investment management
      and trust revenues                 |                                      | 20,911 
|Deposit account revenues                                       |                                      | 18,831 
|Transaction processing
      revenue                           |                                      | 5,086  
|Insurance sales commissions                                    |                                      | 6,038  
|Other                                                          |                                      | 10,062 
|Total other income                                             |                                      | 103,637
|                                                               |                                      |        
|Other Expenses:                                                |                                      |        
|Salaries
      and employee benefits                           |                                      | 90,043 
|Occupancy                                                      |                                      | 13,573 
|Equipment                                                      |                                      | 11,148 
|Professional
      services                                    |                                      | 11,088 
|Telephone
      and telecommunications                         |                                      | 6,591  
|Postage
      and courier charges                              |                                      | 4,351  
|Merger charges                                                 |                                      | 16,000 
|Other expenses                                                 |                                      | 32,724 
|Total other
      expenses                                     |                                      | 185,518
|Income Before Income
      Taxes                               |                                      | 82,855 
|Income taxes                                                   |                                      | 25,859 
|Net Income                                                     | $                                    | 56,996 
|                                                               |                                      |        
|Earnings Per Common
      Share:                               |                                      |        
|Basic                                                          |                                      | $0.47  
|Diluted                                                        |                                      | $0.47  
|                                                               |                                      |        
|Dividends Per Common
      Share                               |                                      | $0.220 
|                                                               |                                      |        
|Average number of shares
      used to compute: (in thousands) |                                      |        
|Basic earnings
      per share                                 |                                      | 121,831
|Diluted
      earnings per share                               |                                      | 122,537

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

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows (Unaudited)

|                                            | For the Three Months Ended March 31,                                            |  
|------------------------------------------- | ------------------------------------------------------------------------------- | -
|(dollars in thousands)                      | 2000                                                                            |  
|                                            |                                                                                 |  
|CASH FLOWS FROM OPERATING
      ACTIVITIES: |                                                                                 |  
|                                            | Net income                                                                      | $
|                                            | Adjustments to reconcile net income                                             |  
|                                            | to net cash provided
      by operating activities:                             |  
|                                            | Provision
      for credit losses                                               |  
|                                            | Depreciation,
      amortization and accretion                                  |  
|                                            | Net
      gains on sales of assets                                              |  
|                                            | Net
      change in trading account securities                                  |  
|                                            | Originations
      and acquisitions of mortgages held-for-sale                  |  
|                                            | Proceeds
      from sales and prepayments of mortgages held-for-sale            |  
|                                            | Net
      change in other assets                                                |  
|                                            | Net
      change in other liabilities                                           |  
|                                            | Net cash provided by operating activities                                       |  
|                                            |                                                                                 |  
|CASH FLOWS FROM INVESTING
      ACTIVITIES: |                                                                                 |  
|                                            | Proceeds from maturities and prepayments
      of securities available-for-sale |  
|                                            | Proceeds from sales of securities
      available-for-sale                      |  
|                                            | Purchases of securities available-for-sale                                      |  
|                                            | Proceeds from maturities and prepayments
      of securities held-to-maturity   |  
|                                            | Purchases of securities held-to-maturity                                        |  
|                                            | Net change in interest-earning deposits                                         |  
|                                            | Proceeds from sale of loans                                                     |  
|                                            | Net change in loans                                                             |  
|                                            | Acquisition of loans through flow
      arrangements                            |  
|                                            | Purchases of leasehold improvements,
      premises and equipment, net          |  
|                                            | Net cash used for investing activities                                          |  
|                                            |                                                                                 |  
|                                            |                                                                                 |  
|CASH FLOWS FROM FINANCING
      ACTIVITIES: |                                                                                 |  
|                                            | Change in time deposits                                                         |  
|                                            | Change in demand and savings deposits                                           |  
|                                            | Change in other borrowed funds                                                  |  
|                                            | Repurchases of common stock                                                     |  
|                                            | Proceeds from common stock issuances                                            |  
|                                            | Dividends paid to shareholders                                                  |  
|                                            | Net cash provided by (used for) financing
      activities                      |  
|                                            |                                                                                 |  
|                                            | Net change in cash and cash equivalents                                         |  
|                                            | Cash and cash equivalents at beginning
      of year                            |  
|                                            | Cash and cash equivalents at March
      31                                     | $
|                                            |                                                                                 |  
|                                            |                                                                                 |  
|                                            | Supplemental disclosures of cash
      flow information:                        |  
|                                            | Interest paid on deposits,
      other borrowed funds and                       |  
|                                            | subordinated
      debt                                                         | $
|                                            | Income taxes paid                                                               |  

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)
March 31, 2000

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

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

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

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

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

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

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 allow 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
  on or after January 1, 1999.

Old Kent has not yet quantified the impacts of Statement 133,
  which will be adopted as of January 1, 2001, on the consolidated financial statements.
  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):

| | Loans:                              | March 31, 2000 |            | December 31, 1999 |  
| | ----------------------------------- | -------------- | ---------- | ----------------- | -
| | Commercial                          | $              | 3,504,714  |                   | $
| | Real estate - Commercial            |                | 2,573,789  |                   |  
| | Real estate - Construction          |                | 1,291,922  |                   |  
| | Real estate - Residential
mortgages |                | 1,877,828  |                   |  
| | Real estate - Consumer
home equity  |                | 2,520,178  |                   |  
| | Consumer                            |                | 1,483,259  |                   |  
| | Lease financing                     |                | 307,834    |                   |  
| | Total Loans                         | $              | 13,559,524 |                   | $
| |                                     |                |            |                   |  
| |                                     |                |            |                   |  
| | Nonperforming assets:               | March 31, 2000 |            | December 31, 1999 |  
| | Nonaccrual loans                    | $              | 65,114     |                   | $
| | Restructured loans                  |                | 1,851      |                   |  
| | Impaired
loans                      |                | 66,965     |                   |  
| | Other real estate
owned             |                | 7,162      |                   |  
| | Total nonperforming
assets          | $              | 74,127     |                   | $
| |                                     |                |            |                   |  
| | Loans past due 90
days or more      | $              | 13,518     |                   | $

At March 31, 2000, the Management of the Corporation has
identified loans totaling approximately $19.8 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 March
31, 2000, 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 Three Months
ended March 31, |        
| | --------------------------------------------------------------- | ------------------------------------ | -------
| | Allowance for Credit
Losses                                     |                                      | 2000   
| | Balance at beginning
of period                                  | $                                    | 192,805
| | Changes in allowance
due to acquisitions / divestitures / sales |                                      | 584    
| | Provision for credit
losses                                     |                                      | 10,372 
| | Gross loans charged-off                                         |                                      | (11,745
| | Gross recoveries of
loans previously charged-off                |                                      | 5,643  
| | Balance at end of
period                                        | $                                    | 197,659
| |                                                                 |                                      |        
| |                                                                 | For the Three Months
ended March 31, |        
| | Net Loan Charge-Offs                                            |                                      | 2000   
| | Commercial & Commercial
Real Estate Loans                       | $                                    | 2,020  
| | Consumer                                                        |                                      | 2,833  
| | Residential Mortgages                                           |                                      | 507    
| | Leases                                                          |                                      | 742    
| | Total Net Charge-Offs                                           | $                                    | 6,102  



---

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):

| | March 31, 2000:                             | Amortized
Cost |           | Gross
Unrealized
Gains |   | Gross
Unrealized
Losses |  | Estimated Market Value |        
| | ------------------------------------------- | -------------- | --------- | ---------------------- | - | ----------------------- |  | ---------------------- | -------
| | U.S. Treasury and
federal agency securities | $              | 442,809   |                        | $ | 15                      |  | $                      | 19,331 
| | Collateralized mortgage
obligations:        |                |           |                        |   |                         |  |                        |        
| | U.S.
Government issued                      |                | 1,020,339 |                        |   | 2                       |  |                        | 36,129 
| | Privately
issued                            |                | 362,102   |                        |   | 161                     |  |                        | 5,456  
| | Mortgage-backed pass-through
securities     |                | 752,625   |                        |   | 285                     |  |                        | 33,707 
| | State and political
subdivisions            |                | 90,438    |                        |   | 1,798                   |  |                        | 2,438  
| | Other securities                            |                | 199,858   |                        |   | 725                     |  |                        | 3,259  
| | Total securities available-for-sale         | $              | 2,868,171 |                        | $ | 2,986                   |  | $                      | 100,320
| |                                             |                |           |                        |   |                         |  |                        |        
| | December 31, 1999:                          |                |           |                        |   |                         |  |                        |        
| | U.S. Treasury and
federal agency securities | $              | 738,560   |                        | $ | 59                      |  | $                      | 24,005 
| |                                             |                |           |                        |   |                         |  |                        |        
| | Collateralized mortgage
obligations:        |                |           |                        |   |                         |  |                        |        
| | U.S.
Government issued                      |                | 1,056,360 |                        |   | 54                      |  |                        | 32,586 
| | Privately
issued                            |                | 394,974   |                        |   | 40                      |  |                        | 8,521  
| | Mortgage-backed pass-through
securities     |                | 444,309   |                        |   | 221                     |  |                        | 26,023 
| | State and political
subdivisions            |                | 84,477    |                        |   | 2,029                   |  |                        | 1,852  
| | Other securities                            |                | 202,379   |                        |   | 294                     |  |                        | 2,905  
| | Total securities available-for-sale         | $              | 2,921,059 |                        | $ | 2,697                   |  | $                      | 95,892 

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):

| | March 31, 2000:                             | Amortized
Cost |         | Gross
Unrealized
Gains |   | Gross
Unrealized
Losses |  | Estimated
      Market Value |       
| | ------------------------------------------- | -------------- | ------- | ---------------------- | - | ----------------------- |  | ---------------------------- | ------
| | U.S. Treasury and
federal agency securities | $              | 30,506  |                        |   | --                      |  | $                            | 615   
| |                                             |                |         |                        |   |                         |  |                              |       
| | Collateralized mortgage
obligations:        |                |         |                        |   |                         |  |                              |       
| | U.S.
Government issued                      |                | 23,177  |                        |   | --                      |  |                              | 502   
| | Privately
issued                            |                | 1,594   |                        |   | --                      |  |                              | 15    
| | Mortgage-backed pass-through
securities     |                | 56,856  |                        |   | 795                     |  |                              | 832   
| | State and political
subdivisions            |                | 478,787 |                        |   | 4,649                   |  |                              | 22,650
| | Other securities                            |                | 5,887   |                        |   | --                      |  |                              | 19    
| | Total securities held-to-maturity           | $              | 596,807 |                        | $ | 5,444                   |  | $                            | 24,633
| |                                             |                |         |                        |   |                         |  |                              |       
| | December 31, 1999:                          |                |         |                        |   |                         |  |                              |       
| | U.S. Treasury and
federal agency securities | $              | 30,507  |                        | $ | 9                       |  | $                            | 534   
| | Collateralized mortgage
obligations:        |                |         |                        |   |                         |  |                              |       
| | U.S.
Government issued                      |                | 25,973  |                        |   | --                      |  |                              | 503   
| | Privately
issued                            |                | 5,266   |                        |   | --                      |  |                              | 55    
| | Mortgage-backed pass-through
securities     |                | 61,096  |                        |   | 947                     |  |                              | 791   
| | State and political
subdivisions            |                | 482,253 |                        |   | 5,660                   |  |                              | 23,630
| | Other securities                            |                | 4,148   |                        |   | 2                       |  |                              | --    
| | Total securities held-to-maturity           | $              | 609,243 |                        | $ | 6,618                   |  | $                            | 25,513

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. Prior 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,
  2.25 million 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 five reportable
  operating segments: Corporate Banking, Retail Banking, Investment and Insurance
  Services, Mortgage Banking and Treasury. Old Kent's reportable segments are
  strategic business units that are managed separately because each business requires
  different technology and marketing strategies, and also differs in product emphasis.

The following table summarizes information about reportable
operating segments' profit for the three month period ended March 31, 2000
and 1999:

|                                | Net Interest
Income |         | Non Interest
Income and Fees |   | Net
Income |  
|------------------------------- | ------------------- | ------- | ---------------------------- | - | ---------- | -
|March 31, 2000                  |                     |         |                              |   |            |  
|Corporate Banking               | $                   | 47,856  |                              | $ | 3,599      |  
|Retail Banking                  |                     | 105,627 |                              |   | 31,454     |  
|Investment & Insurance
Services |                     | 5,699   |                              |   | 32,440     |  
|Mortgage Banking                |                     | 8,012   |                              |   | 43,462     |  
|Treasury                        |                     | 7,914   |                              |   | (1,193     | )
|Reconciling Items*              |                     | --      |                              |   | (6,125     | )
|Consolidated                    | $                   | 175,108 |                              | $ | 103,637    |  
|                                |                     |         |                              |   |            |  
|March 31, 1999                  |                     |         |                              |   |            |  
|Corporate Banking               | $                   | 52,369  |                              | $ | 5,646      |  
|Retail Banking                  |                     | 101,106 |                              |   | 25,152     |  
|Investment & Insurance
Services |                     | 5,431   |                              |   | 26,857     |  
|Mortgage Banking                |                     | 12,492  |                              |   | 44,208     |  
|Treasury                        |                     | 278     |                              |   | 3,674      |  
|Consolidated                    | $                   | 171,676 |                              | $ | 105,537    |  

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

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

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

* The reconciling items in the table above reflect the one-time
  charges related to Old Kent's merger with Merchants Bancorp, Inc. The merger
  charges totaled $17.5 million after-tax and are described in more detail in
  Note M.

---

OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
(Unaudited)
March 31, 2000

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



|                         | March 31,
2000 |         | December 31,
1999 |  
|------------------------ | -------------- | ------- | ----------------- | -
|Goodwill                 | $              | 116,051 |                   | $
|Core Deposit Intangibles |                | 17,210  |                   |  
|Total                    | $              | 133,261 |                   | $

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



|                                                   | March 31,
2000 |         | December 31,
1999 |  
|-------------------------------------------------- | -------------- | ------- | ----------------- | -
|Carrying value of MSRs                             | $              | 286,707 |                   | $
|Estimated aggregate fair value
of capitalized MSRs | $              | 343,000 |                   | $

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



|                                     | For the Three Months ended March 31, |        
|------------------------------------ | ------------------------------------ | -------
|                                     |                                      | 2000   
|Balance at beginning of period       | $                                    | 277,544
|Additions                            |                                      | 51,934 
|Sales                                |                                      | (34,461
|Amortization                         |                                      | (8,310 
|Balance at end of period             | $                                    | 286,707
|                                     |                                      |        
|Related servicing valuation reserve: |                                      |        
|Balance
      at beginning of period | $                                    | --     
|Servicing
      valuation provision  |                                      | --     
|Balance
      at end of period       | $                                    | --     



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 ended March 31, | 
|---------------------------------------------------------------------------------------------- | ------------------------------------ | 
|                                                                                               | 2000                                 | 
|                                                                                               |                                      | 
|Numerators: Numerator for both basic
      and diluted
         earnings per share, net income | $   56,996,000                       | 
|                                                                                               |                                      | 
|Denominators:                                                                                  |                                      | 
|Denominator for basic earnings per
      share, average                                        | 121,831,000                          | 
|outstanding common shares                                                                      |                                      | 
|Potential dilutive shares resulting
      from employee stock plans                            | 706,000                              | 
|Denominator for diluted earnings
      per share                                               | 122,537,000                          | 
|                                                                                               |                                      | 
|Earnings per share:                                                                            |                                      | 
|Basic                                                                                          | $0.47                                | 
|Diluted                                                                                        | $0.47                                | 



---

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 $55 million and $45 million
  for the quarters ended March 31, 2000 and 1999, respectively.

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

During the first quarter of 2000, Old Kent recognized
$17.5 million of after-tax, merger related charges associated with Merchants
Bancorp, Inc. which had the effect of reducing earnings per share by $.14.
On a pre-tax basis, the charges consisted of transaction costs of $1.9
million; employment charges of $8.6 million primarily related to redundant
staffing; $5.5 million mainly associated with contract cancellation costs
and asset obsolescence for duplicate operations; $4.0 million special loan
loss provision to conform Merchants asset quality measurements with Old
Kent's practices; and security losses of $6.1 million
resulting from the sale of $266 million of securities to realign the balance
sheet composition of the newly combined companies to Old Kent's profile.
Excluding the special loan loss provision and security losses, Old Kent's
unexpended reserves were $4.6 million at March 31, 2000.

On April 1, 2000, Old Kent completed the acquisition of
Grand Premier Financial, Inc. ("Grand Premier"). The merger was accounted
for as a pooling-of-interests. Old Kent exchanged .4231 shares of Old Kent
Common Stock for each outstanding share of Grand Premier Common Stock.
The issuance totaled approximately 9.4 million shares. Grand Premier was
a bank holding company headquartered in Wauconda, Illinois, with consolidated
assets of approximately $1.7 billion and consolidated deposits of approximately
$1.3 billion at March 31, 2000. Grand Premier operated 23 banking offices
in the Chicago area and Northern Illinois. The following details the proforma
effects of the merger as if it had been completed March 31, 2000:



|                                        | For the Three Months
ended March 31, 2000 |             | For the Three Months
ended March 31, 1999 |  
|--------------------------------------- | ----------------------------------------- | ----------- | ----------------------------------------- | -
|                                        | Old Kent                                  |             | Proforma                                  |  
|                                        |                                           |             |                                           |  
|Basic:                                  |                                           |             |                                           |  
|Net Income                              | $                                         | 56,996,000  |                                           | $
|Less: Dividends on preferred
stock      |                                           | --          |                                           | $
|Income available to common
stockholders | $                                         | 56,996,000  |                                           | $
|Average common shares outstanding       |                                           | 121,831,000 |                                           |  
|Basic earnings per share                |                                           | $0.47       |                                           |  
|                                        |                                           |             |                                           |  
|Diluted:                                |                                           |             |                                           |  
|Net income                              | $                                         | 56,996,000  |                                           | $
|Less: Dividends on preferred
stock      |                                           | --          |                                           | $
|Add: Dividends on convertible
preferred |                                           | --          |                                           | $
|stock                                   |                                           |             |                                           |  
|Income available to common
stockholders | $                                         | 56,996,000  |                                           | $
|Average common shares outstanding       |                                           | 121,831,000 |                                           |  
|Dilutive effect of:                     |                                           |             |                                           |  
|Stock options                           |                                           | 706,000     |                                           |  
|Convertible
preferred stock             |                                           | --          |                                           |  
|Total average shares and
assumed        |                                           | 122,537,000 |                                           |  
|conversions                             |                                           |             |                                           |  
|Diluted earnings per share              |                                           | $0.47       |                                           |  

---

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



|                                                 | March 31,
2000 |         | December 31,
1999 |  
|------------------------------------------------ | -------------- | ------- | ----------------- | -
|Subordinated notes, 6 5/8% due
November 15, 2005 | $              | 100,000 |                   | $
|Capital securities, as described
below           |                | 100,000 |                   |  
|Total long-term debt                             | $              | 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.



---

|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 merger of Merchants Bancorp, Inc. as of February 11, 2000 into
  Old Kent. The merger was accounted for as a pooling-of-interests and all financial
  information in this report has been adjusted to reflect this business combination.

RESULTS OF OPERATIONS

Old Kent's net income was $57.0 million for the first quarter
  of 2000 compared to $65.5 million for the same period in 1999. First quarter
  diluted earnings per share was $.47, a 9.6% decrease from $.52 for the same
  period last year.

During the first quarter of 2000, Old Kent recognized $17.5
  million of after-tax, merger related charges which had the effect of reducing
  diluted earnings per share by $.14. Excluding these merger charges, diluted
  earnings per share was $.61 for the three months ended March 31, 2000 or 17.3
  % better than the same period for 1999. First quarter 2000 operating net income
  was $74.5 million or 13.7% greater than net income of $65.5 million for the
  same period for 1999.

Total assets were $19.7 billion at quarter-end compared to $18.9
  billion at December 31, 1999. The increase was primarily due to growth in loans.
  Return on average equity for the first quarter of 2000 was 17.57% compared to
  19.30% for the first quarter of 1999. Return on average assets was 1.20% for
  the first quarter of 2000 compared to 1.37% for the first quarter of 1999.

Old Kent's net interest income for the first quarter of 2000
  was $175.1 million, a 2.0% increase over the $171.7 million recorded in the
  same period of 1999. For the first quarter of 2000, the net interest margin
  was 4.14% compared to 4.04% a year ago. These increases are primarily due to
  growth in loans. Higher yielding commercial and consumer loans grew $2.5 billion,
  while lower yielding securities and mortgages held-for-sale decreased $1.5 billion.
  On the funding side, savings and DDA deposits combined grew $211 million and
  wholesale borrowing grew $1.1 billion to offset decreases of $321 million in
  consumer time and negotiable and foreign deposits. Although the funding costs
  increased 36 basis points over last year, the yield on interest-earning assets
  increased 46 basis points. The combination of these changes increased the margin
  by 10 basis points compared to first quarter, 1999.



---

Total other operating income, (which excludes securities transactions
  and other nonrecurring income) increased 6.8% or $6.9 million during the first
  quarter of 2000 over the same period a year ago. Investment management and trust
  revenues increased 10.4% 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 $3.2 million over
  the same period a year ago.

Old Kent sold approximately $1.8 billion of residential mortgage
  loans during the quarter. Old Kent's residential third party mortgage servicing
  portfolio was $15.4 billion at March 31, 2000, and $14.7 billion at December
  31, 1999.

Total net securities losses for the first quarter of 2000 were
  $6.1 million. These losses resulted from the sale of $266 million of securities
  to realign the balance sheet composition of the newly combined companies to
  Old Kent's profile. This compares to net gains of $2.7 million for the same
  period of 1999.

Total operating expenses excluding merger related charges for
  the first quarter of 2000 were flat compared to the same period of 1999. Salaries,
  wages and employee benefits increased $1.0 million or 1.1% for the first quarter
  of 2000 over the first quarter of 1999.

During the first quarter of 2000, occupancy expenses increased
  2.4% and equipment expenses increased 6.1% compared to the same period a year
  ago. Other operating expenses increased by 24.8% or $14.0 million over the prior
  year including $16.0 million in merger related charges.

Old Kent's effective tax rate (based on net income before taxes without any taxable equivalency adjustment for non-taxable interest) was 31.2% for the first quarter,
  2000. This compares to 34.7% for the first three months of 1999 and 34.9% for
  the year 1999. The decrease is the result of certain corporate initiatives and
  an increase in assets earning non-taxable income. It is expected that the effective
  tax rate for 2000 will continue to be lower than the rate for 1999.



---

Total interest-earning assets increased 4.4% or $763 million
  from December 31, 1999. Loans increased $795 million or 6.2% since year end
  1999. Total securities decreased $69 million since year-end 1999. Mortgages
  held-for-sale increased 1.3% or $12 million. Other interest-earning assets,
  primarily representing federal funds sold, increased $22 million since year
  end 1999.

As a means of better leveraging its balance sheet to enhance
  profitability, Old Kent has developed relationships to acquire consumer loans
  originated primarily through flow arrangements with third party originators.
  These loans, which largely consisted of home equity loans secured by residential
  real estate, aggregated approximately $395 million for the first quarter of
  2000. The Corporation expects to continue this strategy during 2000, by acquiring
  similar loan packages from time to time based on "flow" arrangements with select
  counterparties, provided that such portfolios, and the originators, continue
  to meet Old Kent's standards.

Total deposits increased $157 million or 1.1% from year-end
  1999; non-interest-bearing deposits decreased 2.3% or $51 million and interest-bearing
  deposits increased 1.7% or $208 million. Other borrowed funds increased $539
  million from December 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

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

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

---

At March 31, 2000, shareholders' equity was $1,314.1 million
  compared to $1,297.8 million at December 31, 1999. 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,
      1999              | $                                            | 1,297.8 |                              
|Net income for the three
      months ended   |                                              | 57.0    |                              
|                                              | March 31, 2000                               |         |                              
|Cash dividends paid                           |                                              | (25.9   | )                            
|Change in other comprehensive
      income    |                                              | (2.3    | )                            
|Stock repurchases (net
      of stock issued) |                                              | (12.5   | )                            
|Balance, March 31, 2000                       | $                                            | 1,314.1 |                              

As shown in the table below, the Corporation repurchased approximately
  751 thousand shares of its common stock during the three months ended March
  31, 2000. 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 March 31, 2000.

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



|                            | Total     |   | Stock 
	Dividends |   | Dividend 
	Reinvestment 
	and Employee 
	Stock Plans |  
|--------------------------- | --------- | - | ----------------- | - | ---------------------------------------------------- | -
|Shares reserved at 12/31/99 | 1,991,046 |   | 750,000           |   | 1,241,046                                            |  
|Shares repurchased          | 751,101   |   | 375,000           |   | 376,101                                              |  
|Shares reissued             | (323,641  | ) | (-                | ) | (323,641                                             | )
|Shares reserved at 3/31/00  | 2,418,506 |   | 1,125,000         |   | 1,293,506                                            |  

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 March 31, 2000, Old Kent held 2.4 million shares of its common
  stock reserved for reissuance as detailed in the table above. A portion of 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 over the
  ensuing twelve month period. 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.

---

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 prior per share amounts included in this report
  have been adjusted to reflect this dividend.

Total equity at March 31, 2000, was decreased by an after-tax
  unrealized loss of $77 million on securities available-for-sale. Shareholders'
  equity as a percentage of total assets as of March 31, 2000, was 6.7%.

The following table represents Old Kent's consolidated regulatory
  capital position as of March 31, 2000:

Regulatory capital at March 31, 2000

|(in millions)                       | Leverage 
	Ratio |         | Tier 1 
	Risk-Based 
	Capital |   | Total 
	Risk-Based 
	Capital | 
|----------------------------------- | ---------------- | ------- | ----------------------------- | - | ---------------------------- | 
|Actual capital                      | $                | 1,363.0 |                               | $ | 1,363.0                      | 
|Required minimum regulatory capital | $                | 570.5   |                               | $ | 630.1                        | 
|Capital in excess of requirements   | $                | 792.5   |                               | $ | 732.9                        | 
|Actual ratio                        |                  | 7.17%   |                               |   | 8.65%                        | 
|Regulatory Minimum Ratio            |                  | 3.00%   |                               |   | 4.00%                        | 
|Ratio considered "well capitalized" |                  |         |                               |   |                              | 
|by
      regulatory agencies        |                  | 5.00%   |                               |   | 6.00%                        | 

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,
  1999, is here incorporated by reference.

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

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

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



---

PART II.  OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

Effective April 1, 2000, as a result of the merger through which
  Old Kent acquired Grand Premier Financial, Inc., Old Kent issued 7,250 shares
  of Series D Perpetual Preferred Stock ("Series D Shares") and 2,000
  shares of Series E Perpetual Preferred Stock ("Series E Shares").
  Each Series D Share and Series E Share has a stated value of $1,000 per share
  and is entitled to receive, as and when declared payable by the board of directors,
  accumulative preferred dividends at the annualized rate of 8%, payable quarterly
  on the last day of each March, June, September, and December. No dividend may
  be paid or declared on Common Stock, $1 par value ("Common Stock")
  unless all dividends on Series D Shares and Series E Shares have been declared
  and paid or set apart for payment at the applicable rate. Each Series D Share
  and Series E Share is preferred to the extent of its stated value in the event
  of a voluntary or involuntary liquidation, dissolution, or winding up of the
  corporation. Series D Shares are convertible into shares of Common Stock at
  a price of $18.2905 of stated value per share of Common Stock. Series D Shares
  and Series E Shares were issued in exchange for equivalent shares of preferred
  stock of Grand Premier Financial, Inc.Item 4. Submission of Matters to a Vote of Security Holders

The registrant's annual meeting of shareholders was held on April
  17, 2000. All nominees for election to the board of director's were elected,
  by the following votes:



|Election of Directors |  | Votes Cast | 
|--------------------- |  | ---------- | 
|                      |  | For        | 
|William P. Crawford   |  | 98,466,713 | 
|James P. Hackett      |  | 95,585,572 | 
|Erina Hanka           |  | 98,456,057 | 
|Michael J. Jandernoa  |  | 98,410,942 | 
|Fred P. Keller        |  | 98,468,830 | 
|Robert H. Warrington  |  | 98,435,520 | 



|Richard M. De Vos, Jr. | Marilyn J. Schlack      | 
|---------------------- | ----------------------- | 
|Kevin T. Kabat         | Peter F. Secchia        | 
|John P. Keller         | David J. Wagner         | 
|Hendrik G. Meijer      | Margaret Sellers Walker | 
|Percy A. Pierre        |                         | 

|                                                                   | For        |  | Against   |  | Abstain and
Broker Non Votes | 
|------------------------------------------------------------------ | ---------- |  | --------- |  | ---------------------------- | 
|Approval of the Executive Incentive
      Bonus Plan
      of 2000 | 88,932,724 |  | 9,275,533 |  | 1,848,928                    | 



---



| | (a) | The following exhibits are filed
as part of this report:
| | --- | --------------------------------------------------------



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



| | (b) | The following reports on Form
8-K were filed during the first quarter of 2000:
| | --- | ------------------------------------------------------------------------------



| | Date of Event Reported |  | Item Reported |  | Financial Statements Filed | 
| | ---------------------- |  | ------------- |  | -------------------------- | 
| |                        |  |               |  |                            | 
| | January 19, 2000       |  | 5, 7          |  | N/A                        | 
| |                        |  |               |  |                            | 
| | February 14, 2000      |  | 5,7           |  | N/A                        | 
| |                        |  |               |  |                            | 
| | February 17, 2000      |  | 5, 7          |  | N/A                        | 
| |                        |  |               |  |                            | 
| | March 2, 2000          |  | 7             |  | N/A                        | 



---

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

|                   | OLD KENT FINANCIAL CORPORATION                                                                                        
|------------------ | ----------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                       
|                   |                                                                                                                       
|                   |                                                                                                                       
|Date: May 15, 2000 | /s/ David J. WagnerDavid J. Wagner  
          Chairman of the Board, President and 
          Chief Executive Officer
|                   |                                                                                                                       
|                   |                                                                                                                       
|                   |                                                                                                                       
|                   |                                                                                                                       
|                   |                                                                                                                       
|Date: May 15, 2000 | /s/ Mark F. FurlongMark F. Furlong 
          Executive Vice President and 
          Chief Financial Officer         

---

EXHIBIT INDEX



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

---