As filed with the Securities and Exchange Commission on April 14, 1997
                                          Registration No. 333-
======================================================================


                  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.)


                      Fifty South LaSalle Street
                        Chicago, Illinois 60675

     (Address of principal executive offices, including zip code)

                      NORTHERN TRUST CORPORATION
              1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

                       (Full title of the plan)

                           PETER L. ROSSITER
        Executive Vice President, General Counsel and Secretary
                      Fifty South LaSalle Street
                        Chicago, Illinois 60675

                (Name and address of agent for service)

                            (312) 444-3716
<PAGE>
     (Telephone number, including area code, of agent for service)

                ---------------------------------------

<PAGE> 2
<TABLE>
<CAPTION>
                                   CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                                        Proposed                Proposed
                                                  Amount                 maximum                 maximum
   Title of Securities to be Registered            to be             offering price             aggregate            Amount of
                                                registered              per share            offering price      registration fee
<S>                                        <C>                   <C>                     <C>                    <C>
Common Stock, $1.66-2/3  par value per            24,000              $38.9375 (1)            $934,500 (1)          $283.18 (1)
share (including associated Preferred             shares
Stock Purchase Rights)
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)    Computed on the basis of the average of the high and low sales
       prices of the Common Stock reported on The Nasdaq Stock Market on
       April 8, 1997 pursuant to Rule 457(h) of the Securities Act of
       1933, as amended, solely for the purpose of calculating the amount
       of the registration fee.

<PAGE> 3

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated herein by reference:

     (a)  The Annual Report on Form 10-K of Northern Trust Corporation (the
          "Registrant") for the fiscal year ended December 31, 1996;

     (b)  All other reports filed pursuant to Section 13 of the Securities
          Exchange Act of 1934, as amended (the "1934 Act") since the end of
          the fiscal year referred to in (a) above;

     (c)  The description of the Registrant's Common Stock contained in a
          registration statement  filed pursuant to Section 12 of the 1934
          Act, and any amendment or report filed for the purpose of updating
          such description, including Exhibit 99 to the Registrant's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1993;
          and

     (d)  The description of the Registrant's Preferred Stock Purchase Rights
          contained in Registrant's registration statement on Form 8-A, filed
          with the Securities and Exchange Commission (the "Commission") on
          October 30, 1989, as amended by Amendment No. 1 on Form 8 filed
          with the Commission on November 6, 1989.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 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 to be 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.
<PAGE>
<PAGE> 4

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Peter L. Rossiter, Executive Vice President, General Counsel and
Secretary of the Registrant, has furnished the opinion attached as Exhibit
5 to this registration statement with respect to the validity of the
securities being registered hereunder.  As of April 1, 1997, Mr. Rossiter
beneficially owned 105,897 shares of Common Stock of the Registrant, which
includes 98,970 shares issuable pursuant to stock options exercisable within
the next 60 days.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law and Article Eighth
of the Corporation's Restated Certificate of Incorporation provide for
indemnification of the Corporation's directors and officers in a variety
of circumstances, which may include liabilities under the Securities Act
of 1933, as amended (the "1933 Act").  The general effect of these
provisions is to provide that the Corporation 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 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 Corporation.  With respect to legal proceedings by or in
the right of the Corporation in which a director or officer is adjudged
liable for improper performance of his duty to the Corporation,
indemnification is limited by such provisions to that amount which is
permitted by the court.  In addition, the Corporation has purchased
insurance as permitted by Delaware law on behalf of directors, officers,
employees or agents, which may cover liabilities under the 1933 Act, and
the Corporation has entered into insurance maintenance agreements with its
directors under which the Corporation is obligated to maintain insurance
coverage for directors at certain levels for specified periods.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


<PAGE> 5

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.

ITEM 9.  UNDERTAKINGS.

     (a)    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 1933 Act;

                (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.  Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total value of securities offered would not exceed that which was
<PAGE>
            registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if,
            in the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price
            set forth in the "Calculation of Registration Fee" table in the
            effective registration statement; and   

                (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 with or furnished
to the Commission by the Registrant pursuant to


<PAGE> 6

Section 13 or 15(d) of the 1934 Act that are incorporated by reference in
the registration statement.

        (2)  That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment 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.

        (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.

   (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act 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.

  (c)  Insofar as indemnification for liabilities arising under the
1933 Act 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.

<PAGE> 7

                              SIGNATURES

  THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
<PAGE>
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 April 11, 1997.

                           NORTHERN TRUST CORPORATION
                           (Registrant)

                           By:  /s/ Perry R. Pero
                                   --------------------------
                                    Perry R. Pero
                                    Senior 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 date indicated.


<TABLE>
<CAPTION>
          SIGNATURE                        TITLE                                   DATE
          ---------                        -----                                   ----
<S>                                      <C>                               <C>

William A. Osborn*                       Chairman and Chief Executive        April 11, 1997
----------------------                   Officer
William A. Osborn


/s/ Perry R. Pero                        Senior Executive Vice President and April 11, 1997
----------------------                   Chief Financial Officer
    Perry R. Pero


/s/ Harry W. Short                       Senior Vice President and           April 11, 1997
----------------------                   Controller (Chief Accounting
    Harry W. Short                       Officer)


Dolores E. Cross*                          Director                          April 11, 1997
----------------------
Dolores E. Cross


Robert S. Hamada*                          Director                          April 11, 1997
----------------------
Robert S. Hamada


<PAGE> 8

Barry G. Hastings*                         Director                          April 11, 1997
----------------------
Barry G. Hastings


Robert A. Helman*                          Director                          April 11, 1997
----------------------
Robert A. Helman


Arthur L. Kelly*                           Director                          April 11, 1997
----------------------
Arthur L. Kelly
<PAGE>
Robert D. Krebs*
----------------------                     Director                          April 11, 1997
Robert D. Krebs


Frederick A. Krehbiel*                     Director                          April 11, 1997
----------------------
Frederick A. Krehbiel


William G. Mitchell*                       Director                          April 11, 1997
----------------------
William G. Mitchell


Edward J. Mooney*                          Director                          April 11, 1997
----------------------
Edward J. Mooney


Harold B. Smith*                           Director                          April 11, 1997
----------------------
Harold B. Smith


William D. Smithburg*                      Director                          April 11, 1997
----------------------
William D. Smithburg


Bide L. Thomas*                            Director                          April 11, 1997
----------------------
Bide L. Thomas

*By /s/ Perry R. Pero
    ------------------
        Perry R. Pero
        Attorney-in-Fact
        (Pursuant to Powers of Attorney
        filed as Exhibits to this
        Registration Statement)
</TABLE>


<PAGE> 9


                             EXHIBIT INDEX

EXHIBIT
NUMBER                   DESCRIPTION                          
-------                  -----------                          

4.1              Restated Certificate of Incorporation
                 (Incorporated by reference to Exhibit
                 3(i) of the Registrant's Annual Report
                 on Form 10-K for the year ended
                 December 31, 1996)

4.2              By-laws, as amended
                 (Incorporated by reference to Exhibit
                 3(ii) of the Registrant's Annual Report
                 on Form 10-K for the year ended
                 December 31, 1996)

5                Opinion of Counsel
<PAGE>
23.1             Consent of Counsel
                 (Contained in its opinion filed
                 as Exhibit 5)

23.2             Consent of Independent Public Accountants

24               Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16150}]
{"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": "333-25135", "film-number": "97579911"}, "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 April 14, 1997
                                          Registration No. 333-
======================================================================

                  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.)

                      Fifty South LaSalle Street
                        Chicago, Illinois 60675

     (Address of principal executive offices, including zip code)

                      NORTHERN TRUST CORPORATION
              1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

                       (Full title of the plan)

                           PETER L. ROSSITER
        Executive Vice President, General Counsel and Secretary
                      Fifty South LaSalle Street
                        Chicago, Illinois 60675

                (Name and address of agent for service)

                            (312) 444-3716
(Telephone number, including area code, of agent for service)

                ---------------------------------------
2
CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                                        Proposed                Proposed
                                                  Amount                 maximum                 maximum
   Title of Securities to be Registered            to be             offering price             aggregate            Amount of
                                                registered              per share            offering price      registration fee
Common Stock, $1.66-2/3  par value per            24,000              $38.9375 (1)            $934,500 (1)          $283.18 (1)
share (including associated Preferred             shares
Stock Purchase Rights)
-----------------------------------------------------------------------------------------------------------------
(1)    Computed on the basis of the average of the high and low sales
       prices of the Common Stock reported on The Nasdaq Stock Market on
       April 8, 1997 pursuant to Rule 457(h) of the Securities Act of
       1933, as amended, solely for the purpose of calculating the amount
       of the registration fee.
3

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated herein by reference:

     (a)  The Annual Report on Form 10-K of Northern Trust Corporation (the
          "Registrant") for the fiscal year ended December 31, 1996;

     (b)  All other reports filed pursuant to Section 13 of the Securities
          Exchange Act of 1934, as amended (the "1934 Act") since the end of
          the fiscal year referred to in (a) above;

     (c)  The description of the Registrant's Common Stock contained in a
          registration statement  filed pursuant to Section 12 of the 1934
          Act, and any amendment or report filed for the purpose of updating
          such description, including Exhibit 99 to the Registrant's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1993;
          and

     (d)  The description of the Registrant's Preferred Stock Purchase Rights
          contained in Registrant's registration statement on Form 8-A, filed
          with the Securities and Exchange Commission (the "Commission") on
          October 30, 1989, as amended by Amendment No. 1 on Form 8 filed
          with the Commission on November 6, 1989.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 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 to be 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.
4

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Peter L. Rossiter, Executive Vice President, General Counsel and
Secretary of the Registrant, has furnished the opinion attached as Exhibit
5 to this registration statement with respect to the validity of the
securities being registered hereunder.  As of April 1, 1997, Mr. Rossiter
beneficially owned 105,897 shares of Common Stock of the Registrant, which
includes 98,970 shares issuable pursuant to stock options exercisable within
the next 60 days.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law and Article Eighth
of the Corporation's Restated Certificate of Incorporation provide for
indemnification of the Corporation's directors and officers in a variety
of circumstances, which may include liabilities under the Securities Act
of 1933, as amended (the "1933 Act").  The general effect of these
provisions is to provide that the Corporation 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 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 Corporation.  With respect to legal proceedings by or in
the right of the Corporation in which a director or officer is adjudged
liable for improper performance of his duty to the Corporation,
indemnification is limited by such provisions to that amount which is
permitted by the court.  In addition, the Corporation has purchased
insurance as permitted by Delaware law on behalf of directors, officers,
employees or agents, which may cover liabilities under the 1933 Act, and
the Corporation has entered into insurance maintenance agreements with its
directors under which the Corporation is obligated to maintain insurance
coverage for directors at certain levels for specified periods.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.
5

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.

ITEM 9.  UNDERTAKINGS.

     (a)    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 1933 Act;

                (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.  Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if,
            in the aggregate, the changes in volume and price represent no more
            than 20 percent change in the maximum aggregate offering price
            set forth in the "Calculation of Registration Fee" table in the
            effective registration statement; and   

                (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 with or furnished
to the Commission by the Registrant pursuant to
6

Section 13 or 15(d) of the 1934 Act that are incorporated by reference in
the registration statement.

        (2)  That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment 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.

        (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.

   (b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act 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.

  (c)  Insofar as indemnification for liabilities arising under the
1933 Act 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.
7

                              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 April 11, 1997.

                           NORTHERN TRUST CORPORATION
                           (Registrant)

                           By:  /s/ Perry R. Pero
                                   --------------------------
                                    Perry R. Pero
                                    Senior 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 date indicated.
SIGNATURE                        TITLE                                   DATE
          ---------                        -----                                   ----
William A. Osborn*                       Chairman and Chief Executive        April 11, 1997
----------------------                   Officer
William A. Osborn

/s/ Perry R. Pero                        Senior Executive Vice President and April 11, 1997
----------------------                   Chief Financial Officer
    Perry R. Pero

/s/ Harry W. Short                       Senior Vice President and           April 11, 1997
----------------------                   Controller (Chief Accounting
    Harry W. Short                       Officer)

Dolores E. Cross*                          Director                          April 11, 1997
----------------------
Dolores E. Cross

Robert S. Hamada*                          Director                          April 11, 1997
----------------------
Robert S. Hamada
8

Barry G. Hastings*                         Director                          April 11, 1997
----------------------
Barry G. Hastings

Robert A. Helman*                          Director                          April 11, 1997
----------------------
Robert A. Helman

Arthur L. Kelly*                           Director                          April 11, 1997
----------------------
Arthur L. Kelly
Robert D. Krebs*
----------------------                     Director                          April 11, 1997
Robert D. Krebs

Frederick A. Krehbiel*                     Director                          April 11, 1997
----------------------
Frederick A. Krehbiel

William G. Mitchell*                       Director                          April 11, 1997
----------------------
William G. Mitchell

Edward J. Mooney*                          Director                          April 11, 1997
----------------------
Edward J. Mooney

Harold B. Smith*                           Director                          April 11, 1997
----------------------
Harold B. Smith

William D. Smithburg*                      Director                          April 11, 1997
----------------------
William D. Smithburg

Bide L. Thomas*                            Director                          April 11, 1997
----------------------
Bide L. Thomas

*By /s/ Perry R. Pero
    ------------------
        Perry R. Pero
        Attorney-in-Fact
        (Pursuant to Powers of Attorney
        filed as Exhibits to this
        Registration Statement)
9

                             EXHIBIT INDEX

EXHIBIT
NUMBER                   DESCRIPTION                          
-------                  -----------                          

4.1              Restated Certificate of Incorporation
                 (Incorporated by reference to Exhibit
                 3(i) of the Registrant's Annual Report
                 on Form 10-K for the year ended
                 December 31, 1996)

4.2              By-laws, as amended
                 (Incorporated by reference to Exhibit
                 3(ii) of the Registrant's Annual Report
                 on Form 10-K for the year ended
                 December 31, 1996)

5                Opinion of Counsel
23.1             Consent of Counsel
                 (Contained in its opinion filed
                 as Exhibit 5)

23.2             Consent of Independent Public Accountants

24               Powers of Attorney