OLD KENT FINANCIAL CORP /MI/
POS AM, 1994-10-26
STATE COMMERCIAL BANKS
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    THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO
                       RULE 901(D) OF REGULATION S-T.

 As filed with the Securities and Exchange Commission on October 26, 1994
                                                  Registration No. 33-51997

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                     Post-Effective Amendment No. 1 to
                                  FORM S-4
                           REGISTRATION STATEMENT
                      Under The Securities Act Of 1933

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

      Michigan                        6711                     38-1986608
(State or Other Jurisdiction  (Primary Standard Industrial   (IRS Employer
of Incorporation or            Classification Code Number)  Identification No.)
Organization)
                           One Vandenberg Center
                        Grand Rapids, Michigan 49503
                               (616) 774-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                             Richard W. Wroten
                       Old Kent Financial Corporation
                           One Vandenberg Center
                        Grand Rapids, Michigan 49503
                               (616) 774-5808

  (Name, address, including zip code, and telephone number, including area
code, of agent for service)

         It is requested that copies of communications be sent to:

         Gordon R. Lewis                Timothy M. Sullivan
         Warner, Norcross & Judd        Hinshaw & Culbertson
         One Vandenberg Center          Suite 300, 222 North LaSalle Street
         Grand Rapids, Michigan 49503   Chicago, Illinois 60601
         (616) 752-2000                 (312) 704-3582

Removing from registration 263,434 shares of the 2,181,000 shares of the
Registrant's Common Stock, $1 par value per share, originally registered.

This Post-Effective Amendment No. 1 to the Registrant's Statement shall
become effective on such date as the Commission, acting pursuant to Section
8(c) of the Securities Act of 1933, may determine.


                       No Exhibits with this filing.

                  REMOVAL OF SECURITIES FROM REGISTRATION


          The Registrant hereby amends Registration Statement No. 33-51997
on Form S-4 to remove from registration 263,434 shares (the "Deregistered
Shares") of Old Kent Financial Corporation Common Stock, $1 par value per
share.  The Registrant registered the Deregistered Shares for purposes of
the transaction described in the Registration Statement, but did not issue
the Deregistered Shares pursuant to the transaction.












































                                    -2-
SIGNATURES



          Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Grand
Rapids, State of Michigan, on October 26, 1994.

                                   OLD KENT FINANCIAL
                                      CORPORATION
                                   (Registrant)


                                   By /s/ Richard Wroten
                                      Richard W. Wroten
                                      Executive Vice President and
                                         Chief Financial Officer


          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


October 21, 1994                   */s/ John M. Bissell
                                   John M. Bissell
                                   Director


October 21, 1994                   */s/ John D. Boyles
                                   John D. Boyles
                                   Director


October 21, 1994                   */s/ John C. Canepa
                                   John C. Canepa
                                   Chairman of the Board, Chief Executive
                                     Officer and Director (Principal Executive
                                     Officer)


October 21, 1994                   
                                   Richard M. DeVos, Jr.


October 21, 1994                   */s/ Earl D. Holton
                                   Earl D. Holton
                                   Director




                                    -3-
October 21, 1994                   */s/ Michael J. Jandernoa
                                   Michael J. Jandernoa
                                   Director


October 21, 1994                   */s/ John P. Keller
                                   John P. Keller
                                   Director


October 21, 1994                   */s/ Jerry K. Myers
                                   Jerry K. Myers
                                   Director


October 21, 1994                   */s/ William U. Parfet
                                   William U. Parfet
                                   Director


October 21, 1994                   */s/ Percy A. Pierre
                                   Percy A. Pierre
                                   Director


October 21, 1994                   */s/ Robert L. Sadler
                                   Robert L. Sadler
                                   Vice Chairman of the Board and Director


October 21, 1994                   */s/ Peter F. Secchia
                                   Peter F. Secchia
                                   Director


October 21, 1994                   */s/ B.P. Sherwood, III
                                   B. P. Sherwood, III
                                   Vice Chairman of the Board, Treasurer, 
                                      and Director


October 21, 1994                   */s/ David J. Wagner
                                   David J. Wagner
                                   President and Director









                                    -4-
October 21, 1994                   /s/ Richard W. Wroten
                                   Richard W. Wroten
                                   Executive Vice President and Chief
                                      Financial Officer (Principal
                                      Financial and Accounting Officer)


October 21, 1994                   By /s/ Richard W. Wroten
                                      Richard W. Wroten
                                      Attorney-in-Fact

*The Registrant has previously filed with the Securities and Exchange
Commission the original Powers of Attorney authorizing Richard W. Wroten to
sign this Post-Effective Amendment on behalf of certain directors of Old
Kent Financial Corporation.






































                                    -5-


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