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Washington, D.C. 20549

FORM 10-Q/A

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AMENDMENT NO. 1
TO
[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.



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SIGNATURES

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

|Date:   December 20, 1999 | OLD KENT FINANCIAL CORPORATION
 
 
s/ Mark F. FurlongMark F. Furlong
Executive Vice President and
Chief Financial Officer
|------------------------- | -------------------------------------------------------------------------------------------------------------------------

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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.                                                                                                                                                                                                                                                                  

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