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FORM 10-Q



|[X]   | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|----- | ----------------------------------------------------------------------------------------
|      | For the quarterly period ended June 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 _________                                   

OLD KENT FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)



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









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OLD KENT FINANCIAL CORPORATION



|PART I.    | FINANCIAL INFORMATION                                     
|---------- | ----------------------------------------------------------
|          
|Item 1.    | Financial Statements                                      
|          
|           | Consolidated Balance Sheets as of June 30, 1999           
|           | and December 31, 1998                                     
|          
|           | Consolidated Statements of Income for the three and       
|           | six months ended June 30, 1999 and 1998                   
|          
|           | Consolidated Statements of Cash Flows for the             
|           | six months ended June 30, 1999 and 1998                   
|          
|           | Notes to Consolidated Financial Statement                 
|          
|Item 2.    | Management's Discussion and Analysis of                   
|           | Financial Condition and Results of Operations             
|          
|Item 3.    | Quantitative and Qualitative Disclosures about Market Risk
|          
|PART II.   | OTHER INFORMATION                                         
|          
|Item 6.    | Exhibits and Reports on Form 8-K                          
|          
|SIGNATURES

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This report contains forward-looking statements that are based on management's beliefs, assumptions, current
expectations, estimates and projections about the financial services industry, the economy, and about Old Kent
Financial Corporation ("Old Kent" or the "Corporation") itself. Words such as "anticipates," "believes,"
"estimates," "expects," "forecasts," "intends," "is likely," "plans," "judgment," "projects," variations of such
words and similar expressions are intended to identify such forward-looking statements.  Management
judgments relating to, and discussion of the provision and allowance for credit losses involve judgments as to
future events and are inherently forward looking statements.  Assessments that Old Kent is Year 2000
"compliant" are necessarily statements of belief as to the outcome of future events, based in part on information
provided by vendors and others which Old Kent has not independently verified.  These statements are not
guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult
to predict with regard to timing, extent, likelihood and degree of occurrence.  Therefore, actual results and
outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking
statements.  Future factors that could cause a difference between an ultimate actual outcome and a preceding
forward-looking statement include changes in interest rates and interest rate relationships; demand for products
and services; the degree of competition by traditional and non-traditional competitors; changes in banking
regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological
advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and
contingencies; trends in customer behaviors as well as their ability to repay loans; the ability of the companies
on which Old Kent relies to make their computer systems Year 2000 compliant; the ability to locate and convert
all relevant computer codes and data; the vicissitudes of the national economy; the possibility that expected cost
savings from mergers might not be fully realized within the expected time frame; and similar uncertainties.  Old
Kent undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of
new information, future events, or otherwise.



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OLD KENT FINANCIAL CORPORATION AND SUBSIDIARIESConsolidated Balance Sheets (Unaudited)

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|                                                           | June 30,    |  | December 31,
|---------------------------------------------------------- | ----------- |  | ------------
|(dollars in thousands)                                     | 1999        |  | 1998        
|                                                          
|ASSETS:                                                    |             |  |             
|Cash and due from banks                                    | $   579,107 |  | $   615,845 
|Federal funds sold and resale agreements                   | 13,325      |  | 9,230       
|Total cash and cash equivalents                            | 592,432     |  | 625,075     
|Interest-earning deposits                                  | 102         |  | 5,044       
|Trading account securities                                 | --          |  | 349,090     
|Mortgages held-for-sale                                    | 1,378,693   |  | 2,262,696   
|Securities available-for-sale:                             |             |  |             
|Collateralized mortgage obligations and other              |             |  |             
|mortgage-backed securities                                 | 1,784,418   |  | 1,819,122   
|Other securities                                           | 696,767     |  | 947,574     
|Total securities available-for-sale (amortized cost of     |             |  |             
|$2,516,364 and $2,735,301, respectively)                   | 2,481,185   |  | 2,766,696   
|Securities held-to-maturity:                               |             |  |             
|Collateralized mortgage obligations and other              |             |  |             
|mortgage-backed securities                                 | 121,355     |  | 180,369     
|Other securities                                           | 620,953     |  | 623,376     
|Total securities held-to-maturity (market values of        |             |  |             
|$739,632 and $823,610, respectively)                       | 742,308     |  | 803,745     
|Loans                                                      | 9,822,624   |  | 8,883,716   
|Allowance for credit losses                                | (169,391)   |  | (167,665)   
|Net loans                                                  | 9,653,233   |  | 8,716,051   
|Premises and equipment                                     | 221,513     |  | 220,981     
|Other assets                                               | 859,124     |  | 839,480     
|Total Assets                                               | $15,928,590 |  | $16,588,858 
|                                                          
|LIABILITIES AND SHAREHOLDERS' EQUITY:                      |             |  |             
|Liabilities:                                               |             |  |             
|Deposits:                                                  |             |  |             
|Non-interest-bearing                                       | $ 1,949,222 |  | $ 2,098,446 
|Interest-bearing                                           | 10,342,866  |  | 10,700,895  
|Foreign deposits -- interest-bearing                       | 71,252      |  | 140,077     
|Total deposits                                             | 12,363,340  |  | 12,939,418  
|Other borrowed funds                                       | 2,046,711   |  | 2,061,142   
|Other liabilities                                          | 246,208     |  | 253,188     
|Long term debt                                             | 200,000     |  | 200,000     
|Total Liabilities                                          | 14,856,259  |  | 15,453,748  
|                                                          
|Shareholders' Equity:                                      |             |  |             
|Preferred stock: 25,000,000 shares authorized and unissued | --          |  | --          
|Common stock, $1 par value: 300,000,000 shares authorized; |             |  |             
|107,557,728 and 104,498,649 shares issued and outstanding  | 107,558     |  | 104,499     
|Capital surplus                                            | 251,974     |  | 139,736     
|Retained earnings                                          | 735,727     |  | 870,468     
|Accumulated other comprehensive income (loss)              | (22,928)    |  | 20,407      
|Total Shareholders' Equity                                 | 1,072,331   |  | 1,135,110   
|                                                          
|Total Liabilities and Shareholders' Equity                 | $15,928,590 |  | $16,588,858 



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|                                                         | For the Three Months |  | For the Six Months
|-------------------------------------------------------- | -------------------- |  | ------------------
|                                                         | Ended June 30,       |  | Ended June 30,    
|(dollars in thousands, except per share data)            | 1999                 |  | 1998              
|                                                        
|Interest income:                                         |                      |  |                   
|Interest and fees on loans                               | $200,043             |  | $196,884          
|Interest on mortgages held-for-sale                      | 27,511               |  | 30,004            
|Interest on securities available-for-sale                | 44,742               |  | 37,372            
|Interest on securities held-to-maturity:                 |                      |  |                   
|Taxable                                                  | 6,328                |  | 20,394            
|Tax-exempt                                               | 6,128                |  | 4,713             
|Interest on deposits                                     | 110                  |  | 219               
|Interest on federal funds sold and resale agreements     | 234                  |  | 618               
|Interest on trading account securities                   | --                   |  | 30                
|Total interest income                                    | 285,096              |  | 290,234           
|                                                        
|Interest Expense:                                        |                      |  |                   
|Interest on domestic deposits                            | 102,847              |  | 111,061           
|Interest on foreign deposits                             | 1,444                |  | 503               
|Interest on other borrowed funds                         | 24,540               |  | 30,483            
|Interest on subordinated debt                            | 3,207                |  | 3,387             
|Total interest expense                                   | 132,038              |  | 145,434           
|                                                        
|Net Interest Income                                      | 153,058              |  | 144,800           
|                                                        
|Provision for credit losses                              | 4,794                |  | 11,858            
|Net interest income after provision                      |                      |  |                   
|for credit losses                                        | 148,264              |  | 132,942           
|                                                        
|Other Income:                                            |                      |  |                   
|Mortgage banking revenues (net)                          | 48,481               |  | 36,813            
|Investment management and trust revenues                 | 17,678               |  | 15,126            
|Deposit account revenues                                 | 15,308               |  | 14,310            
|Insurance sales commissions                              | 6,124                |  | 4,783             
|ATM revenues                                             | 2,137                |  | 1,804             
|Brokerage commissions                                    | 1,672                |  | 955               
|Securities gains                                         | 193                  |  | 2,588             
|Nonrecurring income/(expense)                            | --                   |  | 776               
|Other                                                    | 10,402               |  | 10,082            
|Total other income                                       | 101,995              |  | 87,237            
|                                                        
|Other Expenses:                                          |                      |  |                   
|Salaries and employee benefits                           | 81,074               |  | 71,897            
|Occupancy expense                                        | 11,355               |  | 10,211            
|Equipment expense                                        | 10,019               |  | 9,046             
|Amortization of goodwill and intangibles                 | 3,703                |  | 3,552             
|Advertising and promotion                                | 2,007                |  | 2,992             
|Other expenses                                           | 46,856               |  | 37,690            
|Total other expenses                                     | 155,014              |  | 135,388           
|                                                        
|Income Before Income Taxes                               | 95,245               |  | 84,791            
|Income taxes                                             | 33,205               |  | 29,957            
|Net Income                                               | $ 62,040             |  | $ 54,834          
|                                                        
|Earnings Per Common Share:                               |                      |  |                   
|Basic                                                    | $     0.58           |  | $     0.48        
|Diluted                                                  | $     0.57           |  | $     0.48        
|                                                        
|Dividends Per Common Share                               | $   0.190            |  | $   0.163         
|                                                        
|Average number of shares used to compute: (in thousands)
|Basic earnings per share                                 | 107,626              |  | 113,342           
|Diluted earnings per share                               | 108,576              |  | 114,266           

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



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|                                                                          | For the Six Months
|------------------------------------------------------------------------- | ------------------
|                                                                          | Ended June 30,    
|(dollars in thousands)                                                    | 1999              
|                                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                     |                   
|Net income                                                                | $  120,643        
|Adjustments to reconcile net income                                       |                   
|to net cash provided by (used for) operating activities:                  |                   
|Provision for credit losses                                               | 11,660            
|Depreciation, amortization and accretion                                  | 25,635            
|Net gains on sales of assets                                              | (92,474)          
|Net change in trading account securities                                  | 349,216           
|Originations and acquisitions of mortgages held-for-sale                  | (7,136,002)       
|Proceeds from sales and prepayments of mortgages held-for-sale            | 7,982,833         
|Net change in other assets                                                | 99,021            
|Net change in other liabilities                                           | 23,759            
|Net cash provided by (used for) operating activities                      | 1,384,291         
|                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                     |                   
|Proceeds from maturities and prepayments of securities available-for-sale | 448,645           
|Proceeds from sales of securities available-for-sale                      | 499,221           
|Purchases of securities available-for-sale                                | (727,825)         
|Proceeds from maturities and prepayments of securities held-to-maturity   | 136,228           
|Purchases of securities held-to-maturity                                  | (74,350)          
|Net change in interest-earning deposits                                   | 4,942             
|Proceeds from sale of loans                                               | 9,482             
|Net change in loans                                                       | (958,005)         
|Purchases of leasehold improvements, premises and equipment, net          | (16,468)          
|Net cash provided by (used for) investing activities                      | (678,130)         
|                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                     |                   
|Change in time deposits                                                   | (519,169)         
|Change in demand and savings deposits                                     | (56,927)          
|Change in other borrowed funds                                            | (14,429)          
|Repurchases of common stock                                               | (118,634)         
|Proceeds from common stock issuances                                      | 11,674            
|Dividends paid to shareholders                                            | (41,319)          
|Net cash provided by (used for) financing activities                      | (738,804)         
|                                                                         
|Net change in cash and cash equivalents                                   | (32,643)          
|Cash and cash equivalents at beginning of year                            | 625,075           
|Cash and cash equivalents at June 30                                      | $  592,432        
|                                                                         
|Supplemental disclosures of cash flow information:                        |                   
|Interest paid on deposits, other borrowed funds and                       |                   
|subordinated debt                                                         | $  264,835        
|Income taxes paid                                                         | 28,519            
|Significant non-cash transactions:                                        |                   
|Stock dividend issued                                                     | 213,910           

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



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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 six month period ended June 30, 1999 are not
necessarily indicative of the results that may be expected for the year ending December 31, 1999.  For further
information, refer to the consolidated financial statements and footnotes thereto included in the Corporation's
annual report on Form 10-K for the year ended December 31, 1998.

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

NOTE B:  FINANCIAL INSTRUMENT ACCOUNTING POLICIES

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

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

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

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

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

Statement 133 is effective beginning January 1, 2001.  A company may also implement the Statement as of
the beginning of any fiscal quarter after issuance.  Statement 133 cannot be applied retroactively.  Statement
133 must be applied to (a) derivative instruments and (b) certain derivative instruments embedded in hybrid
contracts that were issued, acquired, or substantively modified after December 31, 1997 (and, at Old Kent's
election, those issued or acquired before January 1, 1998).

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

NOTE D:  LOANS AND NONPERFORMING ASSETS

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



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|                                     | June 30,    |  | December 31,
|------------------------------------ | ----------- |  | ------------
|Loans:                               | 1999        |  | 1998        
|Commercial                           | $2,945,482  |  | $2,727,892  
|Real estate  - Commercial            | 2,018,143   |  | 1,920,107   
|Real estate  - Construction          | 810,094     |  | 693,958     
|Real estate  - Residential mortgages | 1,065,617   |  | 1,012,510   
|Real estate  - Consumer home equity  | 1,475,843   |  | 1,031,312   
|Consumer                             | 1,328,609   |  | 1,334,374   
|Lease financing                      | 178,836     |  | 163,563     
|Total Loans                          | $9,822,624  |  | $8,883,716  
|                                    
|                                     | June 30,    |  | December 31,
|Nonperforming assets:                | 1999        |  | 1998        
|Nonaccrual loans                     | $    47,832 |  | $    57,120 
|Restructured loans                   | 2,502       |  | 2,664       
|Impaired loans                       | 50,334      |  | 59,784      
|Other real estate owned              | 5,792       |  | 6,872       
|Total nonperforming assets           | $    56,126 |  | $    66,656 
|                                    
|Loans past due 90 days or more       | $    13,657 |  | $    15,083 

At June 30, 1999, the Corporation's management has identified loans totaling approximately $15.4 million as
potential problem loans.  These loans are not included as nonperforming assets in the table above.  While these
loans were in compliance with repayment terms at June 30, 1999, other circumstances caused management to
seriously doubt the ability of the borrowers to continue to remain in compliance with existing loan repayment
terms.

NOTE E:  ALLOWANCE FOR CREDIT LOSSES AND NET CHARGE-OFFS

The following summarizes the changes in the allowance for credit losses, and net charge-offs (in thousands of
dollars):



| |                                                                 | For the Six Months
| | --------------------------------------------------------------- | ------------------
| |                                                                 | ended June 30,    
| | Allowance for Credit Losses                                     | 1999              
| | Balance at January 1,                                           | $167,665          
| | Changes in allowance due to acquisitions / divestitures / sales | 120               
| | Provision for credit losses                                     | 11,660            
| | Gross loans charged-off                                         | (19,313)          
| | Gross recoveries of loans previously charged-off                | 9,259             
| | Balance at end of period                                        | $169,391          

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| |                                           | For the Six Months
| | ----------------------------------------- | ------------------
| |                                           | ended June 30,    
| | Net Loan Charge-Offs                      | 1999              
| | Commercial & Commercial Real Estate Loans | $  3,523          
| | Consumer                                  | 5,605             
| | Residential Mortgages                     | 250               
| | Leases                                    | 676               
| | Total Net Charge-Offs                     | $10,054           

NOTE F:  SECURITIES AVAILABLE-FOR-SALE

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



| |                                             |             |  |            |  |            |  | Carrying   
| | ------------------------------------------- | ----------- |  | ---------- |  | ---------- |  | -----------
| |                                             |             |  | Gross      |  | Gross      |  | Value      
| |                                             | Amortized   |  | Unrealized |  | Unrealized |  | at Market  
| | June 30, 1999:                              | Cost        |  | Gains      |  | Losses     |  | Value      
| | U.S. Treasury and federal agency securities | $   537,098 |  | $ 1,017    |  | $ 8,286    |  | $   529,829
| | Collateralized mortgage obligations:        |            
| | U.S. Government issued                      | 1,127,321   |  | 727        |  | 19,072     |  | 1,108,976  
| | Privately issued                            | 285,759     |  | 250        |  | 1,658      |  | 284,351    
| | Mortgage-backed pass-through securities     | 397,441     |  | 125        |  | 6,475      |  | 391,091    
| | Other securities                            | 168,745     |  | 515        |  | 2,322      |  | 166,938    
| | Total securities available-for-sale         | $2,516,364  |  | $ 2,634    |  | $37,813    |  | $2,481,185 
|
| | December 31, 1998:                          |            
| | U.S. Treasury and federal agency securities | $   726,839 |  | $21,576    |  | $     42   |  | $   748,373
| | Collateralized mortgage obligations:        |            
| | U.S. Government issued                      | 1,301,667   |  | 8,661      |  | 1,817      |  | 1,308,511  
| | Privately issued                            | 365,343     |  | 2,055      |  | 902        |  | 366,496    
| | Mortgage-backed pass-through securities     | 143,449     |  | 1,230      |  | 564        |  | 144,115    
| | Other securities                            | 198,003     |  | 1,659      |  | 461        |  | 199,201    
| | Total securities available-for-sale         | $2,735,301  |  | $35,181    |  | $ 3,786    |  | $2,766,696 



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| |                                             |           |  | Gross      |  | Gross      |  |         
| | ------------------------------------------- | --------- |  | ---------- |  | ---------- |  | --------
| |                                             | Amortized |  | Unrealized |  | Unrealized |  | Market  
| | June 30, 1999:                              | Cost      |  | Gains      |  | Losses     |  | Value   
| | U.S. Treasury and federal agency securities | $122,990  |  | $   607    |  | $   121    |  | $123,476
| | Collateralized mortgage obligations:        |          
| | U.S. Government issued                      | 42,694    |  | --         |  | 417        |  | 42,277  
| | Privately issued                            | 6,274     |  | --         |  | 45         |  | 6,229   
| | Mortgage-backed pass-through securities     | 72,387    |  | 1,481      |  | 527        |  | 73,341  
| | State and political subdivisions            | 497,028   |  | 8,811      |  | 12,465     |  | 493,374 
| | Other securities                            | 935       |  | --         |  | --         |  | 935     
| | Total securities held-to-maturity           | $742,308  |  | $10,899    |  | $13,575    |  | $739,632
|
| | December 31, 1998:                          |          
| | U.S. Treasury and federal agency securities | $182,364  |  | $ 2,406    |  | $     33   |  | $184,737
| | Collateralized mortgage obligations:        |          
| | U.S. Government issued                      | 65,647    |  | 77         |  | 240        |  | 65,484  
| | Privately issued                            | 26,210    |  | --         |  | 106        |  | 26,104  
| | Mortgage-backed pass-through securities     | 88,512    |  | 1,974      |  | 93         |  | 90,393  
| | State and political subdivisions            | 440,077   |  | 16,347     |  | 467        |  | 455,957 
| | Other securities                            | 935       |  | --         |  | --         |  | 935     
| | Total securities held-to-maturity           | $803,745  |  | $20,804    |  | $  939     |  | $823,610

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.  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.

NOTE I:  REPORTABLE OPERATING SEGMENTS

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

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



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|                                | Net Interest |  | Non Interest    |  | Net    
|------------------------------- | ------------ |  | --------------- |  | -------
|                                | Income       |  | Income and Fees |  | Income 
|June 30, 1999                   |              |  |                 |  |        
|Corporate Banking               | $35,203      |  | $3,554          |  | $16,742
|Retail Banking                  | 63,480       |  | 14,289          |  | 14,708 
|Community Banking               | 38,112       |  | 7,817           |  | 13,176 
|Investment & Insurance Services | 4,660        |  | 26,308          |  | 7,779  
|Mortgage Banking                | 11,237       |  | 49,509          |  | 5,718  
|Treasury                        | 366          |  | 518             |  | 3,917  
|Consolidated                    | $153,058     |  | $101,995        |  | $62,040
|                               
|June 30, 1998                   |              |  |                 |  |        
|Corporate Banking               | $ 33,717     |  | $   3,581       |  | $13,659
|Retail Banking                  | 59,970       |  | 12,812          |  | 14,519 
|Community Banking               | 38,273       |  | 8,591           |  | 14,211 
|Investment & Insurance Services | 3,527        |  | 21,875          |  | 5,147  
|Mortgage Banking                | 5,351        |  | 37,236          |  | 4,039  
|Treasury                        | 3,962        |  | 3,142           |  | 3,259  
|Consolidated                    | $144,800     |  | $  87,237       |  | $54,834



|                                | Net Interest |  | Non Interest    |  | Net     
|------------------------------- | ------------ |  | --------------- |  | --------
|                                | Income       |  | Income and Fees |  | Income  
|June 30, 1999                   |              |  |                 |  |         
|Corporate Banking               | $ 70,077     |  | $   7,326       |  | $ 32,160
|Retail Banking                  | 123,840      |  | 28,081          |  | 28,192  
|Community Banking               | 75,672       |  | 15,819          |  | 26,237  
|Investment & Insurance Services | 8,656        |  | 51,723          |  | 14,545  
|Mortgage Banking                | 23,616       |  | 93,728          |  | 12,253  
|Treasury                        | (185)        |  | 1,200           |  | 7,256   
|Consolidated                    | $301,676     |  | $197,877        |  | $120,643

---



|June 30, 1998                   |          |  |          |  |         
|------------------------------- | -------- |  | -------- |  | --------
|Corporate Banking               | $69,147  |  | $7,339   |  | $28,189 
|Retail Banking                  | 119,305  |  | 26,654   |  | 26,986  
|Community Banking               | 76,784   |  | 20,879   |  | 26,995  
|Investment & Insurance Services | 6,907    |  | 43,170   |  | 9,091   
|Mortgage Banking                | 11,429   |  | 67,137   |  | 6,246   
|Treasury                        | 9,244    |  | 4,686    |  | 8,850   
|Consolidated                    | $292,816 |  | $169,865 |  | $106,357



|                         | June 30, |  | December 31,
|------------------------ | -------- |  | ------------
|                         | 1999     |  | 1998        
|Goodwill                 | $101,114 |  | $102,538    
|Core Deposit Intangibles | 17,376   |  | 19,452      
|Total                    | $118,490 |  | $121,990    

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



|                                                   | June 30, |  | December 31,
|-------------------------------------------------- | -------- |  | ------------
|                                                   | 1999     |  | 1998        
|MSRs (net of amortization)                         | $278,440 |  | $227,625    
|Less servicing impairment reserve                  | (7,587)  |  | (9,129)     
|Carrying value of MSRs                             | $270,853 |  | $218,496    
|Estimated aggregate fair value of capitalized MSRs | $320,000 |  | $253,000    

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



|                               | For the Six Months
|------------------------------ | ------------------
|                               | ended June 30,    
|                               | 1999              
|Balance at beginning of period | $218,496          
|Additions                      | 157,772           
|Sales                          | (74,607)          
|Amortization                   | (32,350)          
|Impairment Provision           | 1,542             
|Balance at end of period       | $270,853          

---

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

NOTE K:  EARNINGS PER SHARE

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



|                                                  | For the Three Months |  | For the Six Months
|------------------------------------------------- | -------------------- |  | ------------------
|                                                  | ended June 30,       |  | ended June 30,    
|                                                  | 1999                 |  | 1998              
|Numerators: Numerator for both basic and diluted  |                      |  |                   
|earnings per share, net income                    | 62,040,000           |  | 54,834,000        
|                                                 
|Denominators:                                     |                      |  |                   
|Denominator for basic earnings per share, average |                      |  |                   
|outstanding common shares                         | 107,626,050          |  | 113,342,250       
|Potential dilutive shares resulting from employee |                      |  |                   
|stock plans                                       | 950,250              |  | 924,000           
|Denominator for diluted earnings per share        | 108,576,300          |  | 114,266,250       
|                                                 
|Earnings per share:                               |                      |  |                   
|Basic                                             | $0.58                |  | $0.48             
|Diluted                                           | $0.57                |  | $0.48             

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 $32 million and $57 million for the quarters ended June 30, 1999
and 1998, respectively, and approximately $77 million and $111 million for the six month period ended
June 30, 1999 and 1998, respectively.

NOTE M:  BUSINESS COMBINATIONS

On July 9, 1999, Old Kent completed the acquisition of CFSB Bancorp, Inc. ("CFSB").  The merger was
accounted for as a pooling-of-interests.  Old Kent exchanged .5939 shares of Old Kent Common Stock for each
outstanding share of CFSB Common Stock.  The issuance totaled approximately 5.5 million shares.  CFSB
was a holding company headquartered in Lansing, Michigan.  When acquired, CFSB had consolidated

---

assets of approximately $878 million and consolidated deposits of approximately $567 million.  CFSB was the parent of Community First Bank.  CFSB provided banking services through sixteen offices in Ingham, Clinton, Eaton
and Ionia counties.  The following details the proforma effects of the merger as if it had been completed as of
June 30, 1999:



|                                   | For the Three Months |  | For the Six Months 
|---------------------------------- | -------------------- |  | -------------------
|                                   | ended June 30, 1999  |  | ended June 30, 1999
|                                   | Old Kent             |  | Proforma           
|                                  
|Net Income                         | $62,040,000          |  | $63,307,709        
|Basic E.P.S.                       | $0.58                |  | $0.56              
|Diluted E.P.S.                     | $0.57                |  | $0.55              
|Number of shares used to calculate |                      |  |                    
|basic E.P.S.                       | 107,626,000          |  | 113,141,700        
|Number of shares used to calculate |                      |  |                    
|diluted E.P.S.                     | 108,576,000          |  | 114,168,700        



|                                   | For the Three Months |  | For the Six Months 
|---------------------------------- | -------------------- |  | -------------------
|                                   | ended June 30, 1998  |  | ended June 30, 1998
|                                   | Old Kent             |  | Proforma           
|                                  
|Net Income                         | $54,834,000          |  | $58,043,158        
|Basic E.P.S.                       | $0.48                |  | $0.48              
|Diluted E.P.S.                     | $0.48                |  | $0.49              
|Number of shares used to calculate |                      |  |                    
|basic E.P.S.                       | 113,342,000          |  | 118,683,500        
|Number of shares used to calculate |                      |  |                    
|diluted E.P.S.                     | 114,266,000          |  | 119,867,800        

On March 18, 1999, Old Kent entered into a definitive agreement for the merger of Pinnacle Banc Group, Inc.
("Pinnacle").  The merger will be accounted for as a pooling-of-interests.  Old Kent will exchange .75285
shares of Old Kent Common Stock for each outstanding share of Pinnacle Common Stock.  Old Kent expects
to issue approximately 5.6 million shares related to this transaction.  Pinnacle is a bank holding company
headquartered in the Chicago suburb of Oak Brook, Illinois, with consolidated assets of approximately $1,005
million and consolidated deposits of approximately $861 million at June 30, 1999.  Pinnacle is the parent of
Pinnacle Bank which operates thirteen branches in the Chicago metropolitan area and Pinnacle Bank of the
Quad-Cities which operates three  branches in western Illinois.  The merger is expected to be completed in the
third quarter of 1999.

On July 29, 1999, Old Kent entered into a definitive agreement for the acquisition of Merchants Bancorp, Inc.
("Merchants").  The merger will be accounted for as a pooling-of-interests.  Old Kent will exchange .830

---

shares of Old Kent Common Stock for each outstanding share of Merchants Common Stock.  Old Kent expects
to issue approximately 4.5 million shares related to this transaction.  Merchants is a bank holding company
headquartered in Aurora, Illinois, with consolidated assets of approximately $921 million and consolidated
deposits of approximately $778 million at June 30, 1999.  Merchants operates 12 suburban Chicago area
banking sites as well as two banking sites in Dekalb and Kendall Counties.  The merger is subject to
shareholder and regulatory approval and is expected to be completed in the first quarter of 2000.

NOTE N:  LONG TERM DEBT

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



|                                                 | June 30, |  | December 31,
|------------------------------------------------ | -------- |  | ------------
|                                                 | 1999     |  | 1998        
|Subordinated notes, 6 5/8% due November 15, 2005 | $100,000 |  | $100,000    
|Capital securities, as described below           | 100,000  |  | 100,000     
|Total long term debt                             | $200,000 |  | $200,000    

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

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

---

is considered to be a wholly owned subsidiary of Old Kent for reporting purposes and its accounts are reflected
in the consolidated financial statements of Old Kent.

The Preferred Securities qualify as Tier I capital for regulatory capital purposes.  Issuance of the Preferred
Securities by the Trust had the effect of increasing Old Kent's regulatory capital.  Proceeds from the sale of
the Debenture to the Trust were available for general corporate purposes, including repurchase of shares.



---

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

RESULTS OF OPERATIONS

Old Kent's net income was $62.0 million for the second quarter of 1999 compared to $54.8 million for the
same period in 1998.  Second quarter diluted earnings per share was $.57, a 19% increase over $.48 for the
same period last year.  For the six month period ended June 30, 1999, net income was $120.6 million compared
to $106.4 million a year ago and diluted earnings per share was $1.10,  a 19.6 % increase over year to date
1998 of $.92.

Total assets were $15.9 billion at quarter-end compared to $16.6 billion at December 31, 1998.  The decrease
was primarily a result of a reduction in mortgages held-for-sale.  Return on average equity for the second
quarter of 1999 was 23.2% compared to 18.7% for the second quarter of 1998.  Return on average assets was
1.53% for the second quarter of 1999 compared to 1.38% for the second quarter of 1998.

Old Kent's net interest income for the second quarter of 1999 was $153.1 million, a 5.7% increase over the
$144.8 million recorded in the same period of 1998.  For the second quarter of 1999, the net interest margin
was 4.23% compared to 4.03% a year ago.  These increases are due to a favorable change in the asset mix as
well as a decrease in costs of funds.  On the asset side, higher yielding commercial and consumer loans grew
$966 million, while lower yielding securities and mortgages held-for-sale decreased $733 million.  These
improvements in asset mix on the balance sheet helped to offset a decline in overall asset yields, resulting in
only a 21 basis point decrease in the yield on earning assets.  On the funding side, savings and DDA combined
grew $608 million and wholesale borrowing grew $106 million to offset a similar decrease of $176 million in negotiable and foreign deposits as the Corporation reduced its funding costs by 52 basis points.  By attaining
higher quality leverage in the balance sheet the margin increased by 20 basis points compared to second
quarter, 1998.

The provision for credit losses was $4.8 million in the second quarter of 1999 and $11.9 million in the second
quarter of 1998.  Net credit losses were $4.0 million or .17% of average loans for the second quarter of 1999
compared to $9.9 million or .44% of average loans for the same period a year ago.  The decrease was primarily
due to lower net charge offs in the consumer and commercial portfolios.  This improvement was directly
attributable to strong credit quality policies as well as emphasis in reducing loan balances with undesirable
credit risk through sale transactions or through exits of the credit relationship.  The allowance for credit losses
as a percent of loans and leases outstanding was 1.72% at June 30, 1999 and 1.89% at December 31, 1998.
Impaired loans as a percent of total loans was .51% at June 30, 1999 and .67% at December 31, 1998.

Total other operating income, (other income, excluding securities transactions and other nonrecurring income)
increased 21.4% or $17.9 million during the second quarter of 1999 over  the same period a year ago.  The
mortgage banking business contributed $11.7 million of this increase, primarily as a result of growth and
expansion of Old Kent Mortgage Company, along with a generally favorable economy.  Investment
management and trust revenues increased 16.9% or $2.6 million as a result of focused sales

---

Old Kent sold approximately $3.3 billion of residential mortgage loans during the quarter.  Old Kent's
residential third party mortgage servicing portfolio was $14.7 billion at June 30, 1999, and $14.0 billion at
December 31, 1998.

Total net securities gains for the second quarter of 1999 were $193 thousand compared to gains of $2.6 million
for the same period of 1998.

Total operating expenses for the second quarter of 1999 increased $19.6 million, or 14.5 %, over the same
period in 1998.  These increases are primarily attributable to the growth in Mortgage Banking.  Old Kent
Mortgage Company operated 167 branches in 32 states as of June 30, 1999 compared to 125 branches in 30
states as of June 30, 1998.

Salaries, wages and employee benefits increased $9.2 million or 12.8% for the second quarter of 1999 over the
second quarter of 1998 largely as a result of increased staffing in the Mortgage Company.  The number of full-time equivalent employees for the Corporation increased by 657 over a year ago, to 7,878 at June 30, 1999.



|                               | June 30,
|------------------------------ | --------
|                               | 1999    
|Full-time equivalent staff:    |         
|Banking units                  | 4,554   
|Mortgage banking               | 3,014   
|Insurance, leasing & brokerage | 310     
|                              
|Total                          | 7,878   

During the second quarter of 1999 compared to the same period a year ago, occupancy expenses  increased
11.2%, and equipment expenses increased 10.8%.  Other operating expenses increased by 18.8% or $8.3
million over the prior year.

YEAR 2000 READINESS DISCLOSURE

The Corporation is currently in the process of addressing a significant issue facing all users of automated
information systems. The problem is that many computer systems that process transactions based on two digits
representing the year of transaction may recognize a date using "00" as the year 1900 rather than the year
2000. The problem could affect a wide variety of automated information systems such as mainframe
applications, personal computers and communication systems, in the form of software failure, errors or
miscalculations.  By nature, the banking and financial services industries are highly dependent upon computer
systems to process significant transaction volumes and because of a date dependency for interest measurements
on financial instruments such as loans and deposits.

The Corporation initiated its Year 2000 analysis in early 1995. The assessment included an inventory of
software applications, communications with third party vendors and suppliers, and certification of compliance
from third party providers. The Corporation has a comprehensive written plan which is regularly updated and

---

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

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

Diagnosis, reprogramming and other remedies are expected to result in expenditures of approximately $16
million, over the four years ended December 31, 1999. As of June 30, 1999, approximately $14.7 million of
these expenditures have been recognized as incurred by Old Kent since 1995.

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

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

BALANCE SHEET CHANGES

Total interest-earning assets decreased 3.8% or $575 million from December 31, 1998.  Loans increased $939
million or 10.6 % since year end 1998.  Total securities decreased $280 million since year-end 1998.
Mortgages held-for-sale decreased 39.1% or $884 million.  Other interest-earning assets, primarily representing
securitized mortgages classified as trading account securities,  decreased $350 million since year end 1998.

Total deposits decreased $576 million or 4.5% from year-end 1998; noninterest-bearing deposits decreased 7.1
% or $149 million and interest-bearing deposits decreased 3.9% or $427 million.  Other borrowed funds
decreased $14 million from December 31, 1998.



---

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 June 30, 1999, shareholders' equity was $1,072.3 million compared to $1,135.1 million at December 31,
1998.  The changes in total shareholders' equity and book value per common share are summarized in the
tables below.



|                                        | Total Share-    |  |               
|--------------------------------------- | --------------- |  | --------------
|                                        | holders' Equity |  | Book Value Per
|                                        | (in millions)   |  | Common Share  
|Balance, December 31, 1998              | $1,135.1        |  | $10.34        
|Net income for the six months ended     | 120.6           |  | 1.11          
|June 30, 1999                           |                 |  |               
|Cash dividends paid                     | (41.3)          |  | (.38)         
|Change in other comprehensive income    | (43.3)          |  | (.40)         
|Other Changes                           | 1.9             |  | .02           
|Stock repurchases (net of stock issued) | (100.7)         |  | (.72)         
|Balance, June 30, 1999                  | $1,072.3        |  | $ 9.97        

As shown in the table below, the Corporation repurchased approximately 1.1 million shares of its common
stock during the three months ended June 30, 1999.  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 June 30,
1999.

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



|                           |           |  |           |  | Dividend    
|-------------------------- | --------- |  | --------- |  | ------------
|                           |           |  |           |  | Reinvestment
|                           |           |  | Stock     |  | and Employee
|                           | Total     |  | Dividends |  | Stock Plans 
|Shares reserved at 3/31/99 | 5,092,222 |  | 3,900,000 |  | 1,192,222   
|Shares repurchased         | 1,118,209 |  | 1,118,209 |  | 0           
|Shares reissued            | (221,880) |  | 0         |  | (221,880)   
|Shares reserved at 6/30/99 | 5,988,551 |  | 5,018,209 |  | 970,342     



---

At June 30, 1999, Old Kent held 5,988,551 shares of its common stock reserved for reissuance as detailed in
the table above.  These shares were repurchased under a June, 1998 board of directors authorization allowing
management to repurchase up to 6 million shares of Old Kent Common Stock intended for future reissuance
in connection with stock dividends, dividend reinvestment and employee stock plans, and other corporate
purposes.  Under the authorization, approximately 5.1 million of the total 6.0 million shares authorized are
intended for anticipated future stock dividends.  This number of shares was repurchased prior to the stock
dividend paid in July, 1999 in a systematic pattern (on a quarterly ratable basis) of open market and privately
negotiated transactions.  The remaining .9 million shares of the authorization are intended for reissue in
connection with the Corporation's dividend reinvestment and employee stock plans, as well as other unspecified
corporate purposes such as business acquisitions accounted for as purchases.

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

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

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.  They will be
reserved for later reissue in connection with a potential future stock dividends, the dividend reinvestment plan,
employee benefit plans, and other general corporate purposes.

Total equity at June 30, 1999, was decreased by an after-tax unrealized loss of $23 million on securities
available-for-sale.  Shareholders' equity as a percentage of total assets as of June 30, 1999, was 6.73%.

The following table represents the Registrant's consolidated regulatory capital position as of June 30, 1999:



---

|(in millions)                       |          |  | Tier 1     |  | Total     
|----------------------------------- | -------- |  | ---------- |  | ----------
|                                    | Leverage |  | Risk-Based |  | Risk-Based
|                                    | Ratio    |  | Capital    |  | Capital   
|Actual capital                      | $1079.9  |  | $1079.9    |  | $1,330.2  
|Required minimum regulatory capital | 483.6    |  | 479.3      |  | 958.6     
|Capital in excess of requirements   | $ 596.3  |  | $ 600.6    |  | $  371.6  
|Actual ratio                        | 6.70%    |  | 9.01%      |  | 11.10%    
|Regulatory Minimum Ratio            | 3.00%    |  | 4.00%      |  | 8.00%     
|Ratio considered "well capitalized" |         
|by regulatory agencies              | 5.00%    |  | 6.00%      |  | 10.00%    

---

The information concerning quantitative and qualitative disclosures about market risk contained and
incorporated by reference in Item 7A of the Corporation's Form 10-K Annual Report for its fiscal year ended
December 31, 1998, is here incorporated by reference.

Old Kent faces market risk to the extent that both earnings and the fair values of its financial instruments are
affected by changes in interest rates.  The Corporation manages this risk with three tools:  static GAP analysis,
simulation modeling, and economic value of equity estimation.  Throughout the first six months of 1999, the
results of these three measurement techniques were within the Corporation's policy guidelines.  The
Corporation does not believe that there has been a material change in the Corporation's primary market risk
exposures, including the categories of market risk to which the Corporation is exposed and the particular
markets that present the primary risk of loss to the Corporation.  As of the date of this Form 10-Q Quarterly
Report, the Corporation does not know of or expect there to be any material change in the general nature of
its primary market risk exposure in the near term.

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

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



---

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



|Number |  | Exhibit                                                                                                                                                                                                                                                                                     
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1    |  | Agreement and Plan of Merger between CFSB Bancorp, Inc., Old Kent Financial Corporation and  OKFC Acquisition Corporation.  Previously filed as Exhibit 2 to
Old Kent's Form S-4 Registration Statement (Registration No. 333-75653) filed
April 27, 1999.  Here incorporated by reference. 
|      
|2.2    |  | Agreement and Plan of Merger between Pinnacle Banc Group, Inc., Old Kent
Financial Corporation and OKFC Merger Corporation.  Previously filed as
Exhibit 2.1 to Old Kent's Form S-4 Registration Statement (Registration
No. 333-78801) filed May 19, 1999.  Here incorporated by reference.
|      
|2.3    |  | Agreement and Plan of Merger between Merchants Bancorp, Inc., Old Kent Financial Corporation and Merchants Acquisition Corporation.  Previously filed as Exhibit 2.1
to Old Kent's Form 8-K Current Report dated July 24, 1999.  Here incorporated by
reference.                            
|      
|3.1    |  | Restated Articles of Incorporation.  Previously filed as Exhibit 3.1 to Old Kent's
Form S-4 Registration Statement (Registration No. 333-56209) filed  June 5, 1998.
Here incorporated by reference.                                                                                        
|      
|3.2    |  | Bylaws.  Previously filed as Exhibit 3.2 to Old Kent's Form 8-K Current Report
dated March 15, 1999.  Here incorporated by reference.                                                                                                                                                       
|      
|12     |  | Ratio of Earnings to Fixed Charges                                                                                                                                                                                                                                                          
|      
|27     |  | Financial Data Schedule                                                                                                                                                                                                                                                                     

(b)          The following reports on Form 8-K were filed during the second quarter of 1999:



| | Date of Event  | Item     |  | Financial Statements
| | -------------- | -------- |  | --------------------
| | Reported       | Reported |  | Filed               
|
| | April 15, 1999 | 5        |  | na                  
| | June 21, 1999  | 5        |  | na                  

---

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: August 13, 1999 | By /s/ David J. Wagner              
|                      | David J. Wagner                     
|                      | Chairman of the Board, President and
|                      | Chief Executive Officer             
|                     
|                     
|Date: August 13, 1999 | By /s/ Mark F. Furlong              
|                      | Mark F. Furlong                     
|                      | Executive Vice President and        
|                      | Chief Financial Officer             

---



|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.                            
|      
|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