OLD KENT FINANCIAL CORP /MI/
10-K/A, 1996-03-07
STATE COMMERCIAL BANKS
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________________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-K/A
                             (AMENDMENT NO. 1)

      [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934
          For the fiscal year ended December 31, 1995

      [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934
          For the transition period from _______ to ____________________

                     Commission File Number:  0-12216

                      OLD KENT FINANCIAL CORPORATION
          (Exact Name of Registrant as Specified in its Charter)

                     Michigan                        38-1986608
             (State of Incorporation)   (I.R.S. Employer Identification No.)

               One Vandenberg Center
              Grand Rapids, Michigan                   49503
     (Address of Principal Executive Offices)        (Zip Code)

    Registrant's Telephone Number, Including Area Code:  (616) 771-5000

        Securities Registered pursuant to Section 12(g) of the Act:

                        Common Stock, $1 Par Value
                             (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

             Yes    _X_                            No ________

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.     [   ]




State the aggregate market value of the voting stock held by non-affiliates of
the registrant.  The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the filing.

      Aggregate Market Value as of February 16, 1996:  $1,668,030,599

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

     Common stock outstanding at February 19, 1996:  45,490,005 shares

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's annual report to shareholders for the year ended
December 31, 1995, are incorporated by reference in Part I and Part II.

Portions of the registrant's proxy statement for its April 15, 1996, annual
meeting of shareholders are incorporated by reference in Part II and Part III.
________________________________________________________________________________
































          This Form 10-K/A (Amendment No. 1) is filed for the purpose of
correcting stock information on the cover of the registrant's Form 10-K as
previously filed.

                                SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) 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
                                   (Registrant)


Date: March 7, 1996                By /S/ MARTIN J. ALLEN, JR.
                                   Martin J. Allen, Jr.
                                   Senior Vice President and
                                   Secretary

































          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.


March 7, 1996                      */S/ JOHN M. BISSELL
                                   John M. Bissell
                                   Director

March 7, 1996                      */S/ JOHN D. BOYLES
                                   John D. Boyles
                                   Director

March 7, 1996                      */S/ JOHN C. CANEPA
                                   John C. Canepa
                                   Director

March __, 1996                     ____________________________________
                                   Richard M. DeVos, Jr.
                                   Director

March 7, 1996                      */S/ JAMES P. HACKETT, SR.
                                   James P. Hackett, Sr.
                                   Director

March 7, 1996                      */S/ ERINA HANKA
                                   Erina Hanka
                                   Director

March 7, 1996                      */S/ EARL D. HOLTON
                                   Earl D. Holton
                                   Director

March 7, 1996                      */S/ MICHAEL J. JANDERNOA
                                   Michael J. Jandernoa
                                   Director

March 7, 1996                      */S/ JOHN P. KELLER
                                   John P. Keller
                                   Director

March 7, 1996                      */S/ WILLIAM U. PARFET
                                   William U. Parfet
                                   Director

March 7, 1996                      */S/ PERCY A. PIERRE
                                   Percy A. Pierre
                                   Director



                       -2-
March 7, 1996                      */S/ ROBERT L. SADLER
                                   Robert L. Sadler
                                   Vice Chairman of the Board and
                                   Director

March 7, 1996                      */S/ PETER F. SECCHIA
                                   Peter F. Secchia
                                   Director

March 7, 1996                      */S/ B. P. SHERWOOD, III
                                   B. P. Sherwood, III
                                   Vice Chairman of the Board, Treasurer, and
                                   Director

March 7, 1996                      */S/ DAVID J. WAGNER
                                   David J. Wagner
                                   Chairman, President, Chief Executive Officer,
                                   and Director (Principal Executive Officer)





                                   *By /S/ MARTIN J. ALLEN, JR.
                                   Martin J. Allen, Jr.
                                   Attorney-in-Fact

























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