<PAGE>
 
    As filed with the Securities and Exchange Commission on October 31, 1995

                                                       Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                     --------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                    ----------------------------------------
                           NORTHERN TRUST CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                                    36-2723087
    (State or other jurisdiction of                     (I.R.S. employer
     incorporation or organization)                    identification no.)

                            50 SOUTH LASALLE STREET
                            CHICAGO, ILLINOIS 60675
          (Address of principal executive offices, including zip code)


               NORTHERN TRUST CORPORATION/RCB INTERNATIONAL INC.
                            LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                               PETER L. ROSSITER
            EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           NORTHERN TRUST CORPORATION
                            50 SOUTH LASALLE STREET
                            CHICAGO, ILLINOIS 60675
                    (Name and address of agent for service)

                                 (312) 630-6000
         (Telephone number, including area code, of agent for service)

                                WITH A COPY TO:

                                ROBERT J. MINKUS
                             SCHIFF HARDIN & WAITE
                                7200 SEARS TOWER
                            CHICAGO, ILLINOIS 60606
                                 (312) 258-5584
                       ---------------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION> 
============================================================================================================
                                                            PROPOSED         PROPOSED
                                               AMOUNT       MAXIMUM          MAXIMUM           AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED         TO BE     OFFERING PRICE  AGGREGATE OFFER-   REGISTRATION FEE
                                             REGISTERED   PER SHARE (1)   ING PRICE (1)           (1)
- ------------------------------------------------------------------------------------------------------------ 
<S>                                          <C>         <C>             <C>                <C>
 Common Stock, par value $1.66 2/3 per
 share (including associated Preferred Stock
 Purchase Rights)                              111,428        $47.25         $5,264,973         $1,815.51
============================================================================================================
</TABLE>

(1)  Calculated pursuant to Rule 457(h) and 457(c) on the basis of $47.25 per
     share, the average of the high and low sales prices quoted on the Nasdaq
     National Market on October 26, 1995, as reported in the consolidated
     reporting system.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed by Northern Trust
Corporation (the "Registrant") are incorporated herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1994;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1995 and June 30, 1995; and

     (c)  The description of the Registrant's Common Stock, par value $1.66 2/3
          per share, contained in a Registration Statement filed with the
          Securities and Exchange Commission (the "Commission") pursuant to
          Section 12 of the Securities Exchange Act of 1934 (the "Exchange
          Act"); and

     (d)  The description of the Registrant's Preferred Stock Purchase Rights
          contained in the Registrant's Registration Statement on Form 8-A,
          dated October 30, 1989.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law and Article Eighth
of the Registrant's Restated Certificate of Incorporation provide for
indemnification of the Registrant's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended.  The general effect of the provisions in the Registrant's Restated
Certificate of Incorporation and under the Delaware General Corporation Law is
to provide that the Registrant shall indemnify its directors and officers
against all liabilities and expenses reasonably incurred in connection with the
defense or settlement of any judicial or administrative proceedings in which
they become involved by reason of their status as corporate directors or
officers, if they

                                      II-1
<PAGE>
 
acted in good faith and in the reasonable belief that their conduct was neither
unlawful (in the case of criminal proceedings) nor inconsistent with the best
interests of the Registrant.  With respect to legal proceedings by or in the
right of the Registrant in which a director or officer is adjudged liable for
improper performance of his duty to the Registrant, indemnification is limited
by such provisions to that amount which is permitted by the court.  In addition,
the Registrant has purchased insurance as permitted by Delaware law on behalf of
directors, officers, employees or agents, which may cover liabilities under the
Securities Act of 1933, as amended, and the Registrant has entered into
insurance maintenance agreements with its directors under which the Registrant
is obligated to maintain insurance coverage for directors at certain levels for
specified periods.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The exhibits filed herewith or incorporated by reference herein are
set forth in the Exhibit Index filed as part of this registration statement on
page II-6 hereof.

ITEM 9.   UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

                    (i) To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the registration statement;

                    (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating

                                      II-2
<PAGE>
 
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
<PAGE>
 
                                   SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on October 31, 1995.

                                 NORTHERN TRUST CORPORATION
                                 (Registrant)


                                 By:  /s/ William A. Osborn
                                    -----------------------------------
                                         William A. Osborn
                                         Chairman of the Board and
                                         Chief Executive 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.

<TABLE>
<CAPTION>
     Signature                     Title                            Date
     ---------                     -----                            ----
<S>                         <C>                                 <C>   
 
 
/s/ William A. Osborn       Chairman of the Board, Chief        October 31, 1995
- ------------------------    Executive Officer and Director
William A. Osborn           (principal executive officer)  
                           
 
/s/ Perry R. Pero           Senior Executive Vice President     October 31, 1995
- ------------------------    and Chief Financial Officer 
Perry R. Pero               (principal financial officer)
                         
 
/s/ Harry W. Short          Senior Vice President and Control-  October 31, 1995
- ------------------------    ler (principal accounting officer) 
Harry W. Short           


/s/ Dolores E. Cross*       Director                            October 31, 1995
- ------------------------      
Dolores E. Cross


/s/ Robert S. Hamada*       Director                            October 31, 1995
- ------------------------                                                   
Robert S. Hamada


/s/ Barry G. Hastings       Director                            October 31, 1995
- ------------------------                                                  
Barry G. Hastings
</TABLE> 

                                      II-4
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                         <C>                                 <C>   


/s/ Robert A. Helman*       Director                            October 31, 1995
- -------------------------                                                   
Robert A. Helman


/s/ Arthur L. Kelly*        Director                            October 31, 1995
- -------------------------                                                   
Arthur L. Kelly


/s/ Ardis Krainik*          Director                            October 31, 1995
- -------------------------                                                     
Ardis Krainik


/s/ Robert D. Krebs*        Director                            October 31, 1995
- -------------------------      
Robert D. Krebs


/s/ Frederick A. Krehbiel*  Director                            October 31, 1995
- -------------------------      
Frederick A. Krehbiel


/s/ William G. Mitchell*    Director                            October 31, 1995
- -------------------------      
William G. Mitchell


/s/ Harold B. Smith*        Director                            October 31, 1995
- -------------------------      
Harold B. Smith


/s/ William D. Smithburg*   Director                            October 31, 1995
- -------------------------                                                 
William D. Smithburg


/s/ Bide L. Thomas*         Director                            October 31, 1995
- -------------------------                                                   
Bide L. Thomas



*  By:   /s/ William A. Osborn
        ----------------------
        William A. Osborn,
        Attorney-in-fact
</TABLE> 

                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX

EXHIBIT
NUMBER                            DESCRIPTION                           PAGE NO.
- ------                            -----------                           ------- 

4.1            Northern Trust Corporation/RCB International 
               Long-Term Incentive Plan

4.2            Restated Certificate of Incorporation, as amended of 
               Northern Trust Corporation (incorporated by 
               reference to Exhibit 3 to the Registrant's Quarterly 
               Report on Form 10-Q for the quarter ended March 
               31, 1993).

4.3            By-Laws, as amended, of Northern Trust Corporation
               (incorporated by reference to Exhibit 3 to the 
               Registrant's Quarterly Report on Form 10-Q for the 
               quarter ended June 30, 1995).

4.4            Rights Agreement, dated as of October 17, 1989, 
               between Northern Trust Corporation and Harris 
               Trust & Savings Bank (incorporated by reference to 
               Exhibit 1 to the Registrant's Registration Statement 
               on Form 8-A, dated October 30, 1989).

5              Opinion of Schiff Hardin & Waite.

23.1           Consent of Arthur Andersen LLP.

23.2           Consent of Schiff Hardin & Waite (contained in their 
               opinion filed as Exhibit 5).

24             Powers of Attorney.

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16685}]
{"company-data": {"conformed-name": "NORTHERN TRUST CORP", "cik": "0000073124", "assigned-sic": "6022", "irs-number": "362723087", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63843", "film-number": "95586126"}, "business-address": {"street1": "50 S LA SALLE ST", "city": "CHICAGO", "state": "IL", "zip": "60675", "phone": "3126306000"}, "former-company": {"former-conformed-name": "NORTRUST CORP", "date-changed": "19780525"}}
As filed with the Securities and Exchange Commission on October 31, 1995

                                                       Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                     --------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                    ----------------------------------------
                           NORTHERN TRUST CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                                    36-2723087
    (State or other jurisdiction of                     (I.R.S. employer
     incorporation or organization)                    identification no.)

                            50 SOUTH LASALLE STREET
                            CHICAGO, ILLINOIS 60675
          (Address of principal executive offices, including zip code)

               NORTHERN TRUST CORPORATION/RCB INTERNATIONAL INC.
                            LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                               PETER L. ROSSITER
            EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                           NORTHERN TRUST CORPORATION
                            50 SOUTH LASALLE STREET
                            CHICAGO, ILLINOIS 60675
                    (Name and address of agent for service)

                                 (312) 630-6000
         (Telephone number, including area code, of agent for service)

                                WITH A COPY TO:

                                ROBERT J. MINKUS
                             SCHIFF HARDIN & WAITE
                                7200 SEARS TOWER
                            CHICAGO, ILLINOIS 60606
                                 (312) 258-5584
                       ---------------------------------

                        CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                            PROPOSED         PROPOSED
                                               AMOUNT       MAXIMUM          MAXIMUM           AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED         TO BE     OFFERING PRICE  AGGREGATE OFFER-   REGISTRATION FEE
                                             REGISTERED   PER SHARE (1)   ING PRICE (1)           (1)
- ------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.66 2/3 per
 share (including associated Preferred Stock
 Purchase Rights)                              111,428        $47.25         $5,264,973         $1,815.51
============================================================================================================
(1)  Calculated pursuant to Rule 457(h) and 457(c) on the basis of $47.25 per
     share, the average of the high and low sales prices quoted on the Nasdaq
     National Market on October 26, 1995, as reported in the consolidated
     reporting system.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed by Northern Trust
Corporation (the "Registrant") are incorporated herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1994;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1995 and June 30, 1995; and

     (c)  The description of the Registrant's Common Stock, par value $1.66 2/3
          per share, contained in a Registration Statement filed with the
          Securities and Exchange Commission (the "Commission") pursuant to
          Section 12 of the Securities Exchange Act of 1934 (the "Exchange
          Act"); and

     (d)  The description of the Registrant's Preferred Stock Purchase Rights
          contained in the Registrant's Registration Statement on Form 8-A,
          dated October 30, 1989.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law and Article Eighth
of the Registrant's Restated Certificate of Incorporation provide for
indemnification of the Registrant's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended.  The general effect of the provisions in the Registrant's Restated
Certificate of Incorporation and under the Delaware General Corporation Law is
to provide that the Registrant shall indemnify its directors and officers
against all liabilities and expenses reasonably incurred in connection with the
defense or settlement of any judicial or administrative proceedings in which
they become involved by reason of their status as corporate directors or
officers, if they

                                      II-1
acted in good faith and in the reasonable belief that their conduct was neither
unlawful (in the case of criminal proceedings) nor inconsistent with the best
interests of the Registrant.  With respect to legal proceedings by or in the
right of the Registrant in which a director or officer is adjudged liable for
improper performance of his duty to the Registrant, indemnification is limited
by such provisions to that amount which is permitted by the court.  In addition,
the Registrant has purchased insurance as permitted by Delaware law on behalf of
directors, officers, employees or agents, which may cover liabilities under the
Securities Act of 1933, as amended, and the Registrant has entered into
insurance maintenance agreements with its directors under which the Registrant
is obligated to maintain insurance coverage for directors at certain levels for
specified periods.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The exhibits filed herewith or incorporated by reference herein are
set forth in the Exhibit Index filed as part of this registration statement on
page II-6 hereof.

ITEM 9.   UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

                    (i) To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the registration statement;

                    (iii) To include any material information with respect to
          the plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating

                                      II-2
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

          The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on October 31, 1995.

                                 NORTHERN TRUST CORPORATION
                                 (Registrant)

                                 By:  /s/ William A. Osborn
                                    -----------------------------------
                                         William A. Osborn
                                         Chairman of the Board and
                                         Chief Executive 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.
Signature                     Title                            Date
     ---------                     -----                            ----
/s/ William A. Osborn       Chairman of the Board, Chief        October 31, 1995
- ------------------------    Executive Officer and Director
William A. Osborn           (principal executive officer)  
                           
 
/s/ Perry R. Pero           Senior Executive Vice President     October 31, 1995
- ------------------------    and Chief Financial Officer 
Perry R. Pero               (principal financial officer)
                         
 
/s/ Harry W. Short          Senior Vice President and Control-  October 31, 1995
- ------------------------    ler (principal accounting officer) 
Harry W. Short           

/s/ Dolores E. Cross*       Director                            October 31, 1995
- ------------------------      
Dolores E. Cross

/s/ Robert S. Hamada*       Director                            October 31, 1995
- ------------------------                                                   
Robert S. Hamada

/s/ Barry G. Hastings       Director                            October 31, 1995
- ------------------------                                                  
Barry G. Hastings
II-4
/s/ Robert A. Helman*       Director                            October 31, 1995
- -------------------------                                                   
Robert A. Helman

/s/ Arthur L. Kelly*        Director                            October 31, 1995
- -------------------------                                                   
Arthur L. Kelly

/s/ Ardis Krainik*          Director                            October 31, 1995
- -------------------------                                                     
Ardis Krainik

/s/ Robert D. Krebs*        Director                            October 31, 1995
- -------------------------      
Robert D. Krebs

/s/ Frederick A. Krehbiel*  Director                            October 31, 1995
- -------------------------      
Frederick A. Krehbiel

/s/ William G. Mitchell*    Director                            October 31, 1995
- -------------------------      
William G. Mitchell

/s/ Harold B. Smith*        Director                            October 31, 1995
- -------------------------      
Harold B. Smith

/s/ William D. Smithburg*   Director                            October 31, 1995
- -------------------------                                                 
William D. Smithburg

/s/ Bide L. Thomas*         Director                            October 31, 1995
- -------------------------                                                   
Bide L. Thomas

*  By:   /s/ William A. Osborn
        ----------------------
        William A. Osborn,
        Attorney-in-fact
II-5
EXHIBIT INDEX

EXHIBIT
NUMBER                            DESCRIPTION                           PAGE NO.
- ------                            -----------                           ------- 

4.1            Northern Trust Corporation/RCB International 
               Long-Term Incentive Plan

4.2            Restated Certificate of Incorporation, as amended of 
               Northern Trust Corporation (incorporated by 
               reference to Exhibit 3 to the Registrant's Quarterly 
               Report on Form 10-Q for the quarter ended March 
               31, 1993).

4.3            By-Laws, as amended, of Northern Trust Corporation
               (incorporated by reference to Exhibit 3 to the 
               Registrant's Quarterly Report on Form 10-Q for the 
               quarter ended June 30, 1995).

4.4            Rights Agreement, dated as of October 17, 1989, 
               between Northern Trust Corporation and Harris 
               Trust & Savings Bank (incorporated by reference to 
               Exhibit 1 to the Registrant's Registration Statement 
               on Form 8-A, dated October 30, 1989).

5              Opinion of Schiff Hardin & Waite.

23.1           Consent of Arthur Andersen LLP.

23.2           Consent of Schiff Hardin & Waite (contained in their 
               opinion filed as Exhibit 5).

24             Powers of Attorney.

                                      II-6