OLD KENT FINANCIAL CORP /MI/
SC 13G, 1995-02-14
STATE COMMERCIAL BANKS
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                          (Amendment No.      )*


                      OLD KENT FINANCIAL CORPORATION
                             (Name of Issuer)

                OLD KENT FINANCIAL CORPORATION COMMON STOCK
                      (Title of Class of Securities)

                                 679833103
                              (CUSIP Number)


Check the following box if a fee is being paid with this statement.  
(A fee is not required only if the filing person: (1) has a previous 
statement on file reporting beneficial ownership of more than five 
percent of the class of securities described in Item 1; and (2) has filed 
no amendment subsequent thereto reporting beneficial ownership of five 
percent or less of such class.)  (See Rule 13d-7.)


*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which 
would alter the disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not 
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of 
that section of the Act but shall be subject to all other provisions of 
the Act (however, see the Notes).


<PAGE>
CUSIP No. 679833103                 13G

1.   Name of Reporting Person
     S.S. or I.R.S. Identification No. of above Person

     OLD KENT FINANCIAL CORPORATION

     38-1986608

2.  Check the Appropriate Box if a Member of a Group*  (a)  X 

                                        (b)    

3.  SEC USE ONLY

4.  Citizenship or place of Organization - MICHIGAN

NUMBER OF SHARES BENEFICIAIALLY OWNED
BY EACH REPORTING PERSON WITH

5.  SOLE VOTING POWER - 1,809,705

6.  SHARED VOTING POWER - 1,472,696

7.  SOLE DISPOSITIVE POWER - 955,562

8.  SHARED DISPOSITIVE POWER - 3,213,565

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED
    BY EACH REPORTING PERSON - 3,363,205

10. CHECK IF THE AGGREGATE AMOUNT
    IN ROW (9) EXCLUDES CERTAIN SHARES*

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 - 8.3%

12. TYPE OF REPORTING PERSON* -  HC


<PAGE>
      
CUSIP No. 679833103                 13G

1.   Name of Reporting Person
     S.S. or I.R.S. Identification No. of above Person

     OLD KENT BANK 

     38-0892650

2.  Check the Appropriate Box if a Member of a Group*  (a)  X 

                                        (b)    

3.  SEC USE ONLY

4.  Citizenship or place of Organization - MICHIGAN

NUMBER OF SHARES BENEFICIAIALLY OWNED
BY EACH REPORTING PERSON WITH

5.  SOLE VOTING POWER - 1,748,638

6.  SHARED VOTING POWER - 1,463,696

7.  SOLE DISPOSITIVE POWER - 933,272

8.  SHARED DISPOSITIVE POWER - 2,241,710

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED
    BY EACH REPORTING PERSON - 3,290,955

10. CHECK IF THE AGGREGATE AMOUNT
    IN ROW (9) EXCLUDES CERTAIN SHARES*

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 - 8.1%

12. TYPE OF REPORTING PERSON* -  BK


<PAGE>
CUSIP No. 679833103                 13G

1.   Name of Reporting Person
     S.S. or I.R.S. Identification No. of above Person

     OLD KENT BANK 

     36-1750540

2.  Check the Appropriate Box if a Member of a Group*  (a)  X 

                                        (b)    

3.  SEC USE ONLY

4.  Citizenship or place of Organization - ILLINOIS

NUMBER OF SHARES BENEFICIAIALLY OWNED
BY EACH REPORTING PERSON WITH

5.  SOLE VOTING POWER -  61,067

6.  SHARED VOTING POWER - 9,000

7.  SOLE DISPOSITIVE POWER - 22,290

8.  SHARED DISPOSITIVE POWER -  16,293

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED
    BY EACH REPORTING PERSON -  72,250

10. CHECK IF THE AGGREGATE AMOUNT
    IN ROW (9) EXCLUDES CERTAIN SHARES*

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 - 0.2%

12. TYPE OF REPORTING PERSON* -  BK


<PAGE>
ITEM 1 (a)     Name of Issuer:                                    
                                                                  
                  
          Old Kent Financial Corporation

ITEM 1 (b)     Address of Issuer's Principal Executive Offices:

          One Vandenberg Center
          Grand Rapids, Michigan 49503

ITEM 2 (a)     Name of Persons Filing:

          Old Kent Financial Corporation
          Old Kent Bank (formerly Old Kent Bank and Trust Company)
          Old Kent Bank

ITEM 2 (b)     Address of Principal Business Office:

          Old Kent Financial Corporation     
          One Vandenberg Center         
          Grand Rapids, Michigan 49503

          Old Kent Bank 
          One Vandenberg Center
          Grand Rapids, Michigan 49503

          Old Kent Bank 
          105 South York Street
          Elmhurst, Illinois 60126

ITEM 2 (c)     Citizenship:

          Old Kent Financial Corporation is a Michigan business corporation.

          Old Kent Bank is a Michigan state banking corporation.

          Old Kent Bank is an Illinois state banking corporation.
               
ITEM 2 (d)     Title of Class of Securities:

          Common Stock, $1 par value

ITEM 2 (e)     CUSIP Number:   679833103





ITEM 3    If this statement is filed pursuant to Rules 13d-1(b), or 13d-1(b), 
          check whether the person filing is a:

          (a)  /   /  Broker or dealer registered under Section 15 of the Act,

          (b)  /   /  Bank as defined in Section 3(a)(6) of the Act,

          (c)  /   /  Insurance Company as defined in Section 3(a)(19) of the 
                      Act

<PAGE>
          (d)  /   /  Investment Company registered under Section 8 of the
                      Investment Company Act,

          (e)  /   /  Investment Adviser registered under Section 203 of the
                      Investment Advisors Act of 1940,


          (f)  /   /  Employee Benefit Plan, Pension Fund which is subject to 
                      the provisions of the Employment Retirement Income 
                      Security Act of 1974 or Endowment Fund; see 13d-1(b)
                      (ii)(F),

          (g)  /   /  Parent Holding Company, in accordance with Rule 13d-1 
                      (b)(ii)(G); see Item 7,

          (h)  / X /  Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

ITEM 4    Ownership:

          Old Kent Financial Corporation:

          (a)    Amount beneficially owned:   3,363,205

          (b)    Percent of class:  8.3%

          (c)    Number of shares to which such person has: 

               (i)    sole power to vote or to direct the vote:  1,809,705

               (ii)   shared power to vote or to direct the vote:  1,472,696   
       

               (iii)  sole power to dispose or to direct the 
                      disposition of:  955,562

               (iv)   shared power to dispose or to direct the 
                      disposition of:  3,213,565



          Shares beneficially owned by Old Kent Financial Corporation include 
          only shares beneficially owned by its subsidiaries, Old Kent Bank
          (formerly known as Old Kent Bank and Trust Company) and Old Kent 
          Bank.

          Old Kent Bank: (Michigan)

          (a)  Amount beneficially owned:  3,290,955

          (b)  Percent of class:  8.1%

          (c)  Number of shares as to which such person has:

               (i)    sole power to vote or to direct the vote: 1,748,638

               (ii)   shared power to vote or to direct the vote: 1,463,696

               (iii)  sole power to dispose of or to direct the 
                      disposition of:  933,272

               (iv)  shared power to dispose or to direct the
                     disposition of:   2,241,710

<PAGE>
          Old Kent Bank: (Illinois)

          (a)  Amount beneficially owned:  72,250

          (b)  Percent of class:  .2%

          (c)  Number of shares as to which such person has:

               (i)    sole power to vote or to direct the vote: 61,067

               (ii)   shared power to vote or to direct the vote: 9,000

               (iii)  sole power to dispose of or to direct the
                      disposition of:  22,290

               (iv)  shared power to dispose or to direct the
                     disposition of:   16,293

          The filing of this schedule shall not be construed as an admission 
          or evidence that the person filing is, for any purposes, including 
          the purposes of Section 13(d) or 13(g) of the Act, the beneficial
          owner of any securities covered by this schedule.





ITEM 5    Ownership of Five Percent or Less of a Class:

          Not applicable.


ITEM 6    Ownership of More than Five Percent on Behalf of Another Person:

          The securities covered by this schedule are held in trust and other 
          fiduciary capacities by Old Kent Bank (the Illinois bank subsidiary 
          of Old Kent Financial Corporation) or Old Kent Bank (the Michigan 
          bank subsidiary).  The right to receive or the power to direct the 
          receipt of dividends from, or the proceeds from the sale of, such 
          securities is held by various trusts, grantors, beneficiaries and
          customers, none of whom has such right or power with respect to 
          more than five percent of the class of such securities.


ITEM 7    Identification and Classification of the Subsidiary which Acquired 
          the Security Being Reported on by the Parent Holding Company:

          See attached Exhibit 1.


ITEM 8    Identification and Classification of Members of the Group:

          See attached Exhibit 1.


ITEM 9    Notice of Dissolution of Group:

          Not applicable


ITEM 10   Certification:



By signing below, I certify that, to the best of my knowledge and belief, the 
securities referred to above were acquired in the ordinary course of business 
and were not acquired for the purpose of and do not have the effect of 
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having 
such purpose or effect.







          Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify 
that the information set forth in this statement is true, complete and
correct.



February 8, 1995                   OLD KENT BANK 


                              By:     /s/ E. Philip Farley        
                                          E. Philip Farley
                                          Executive Vice President


                              OLD KENT FINANCIAL CORPORATION


                              By:     /s/ E. Philip Farley        
                                          E. Philip Farley
                                          Executive Vice President
                                          Old Kent Bank 
                                          (Pursuant to power of attorney 
                                          filed with Amended Schedule 13G
                                          dated February 13, 1991)
                                                                  





                         Exhibit 1




Identification of Subsidiary                 Item 3 Classification


Old Kent Financial Corporation               Parent Holding Company,
                                             in accordance with Rule
                                             13d-1(b)(ii)(G)

Old Kent Bank (Michigan subsidiary)          Bank, as defined in Section
                                             3(a)(6) of the Act

Old Kent Bank (Illinois subsidiary)          Bank, as defined in Section
                                             3(a)(6) of the Act

<PAGE>


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