SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, DC  20549
  
  
                                    FORM 8-K
  
                                 CURRENT REPORT
  
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
        Date of Report (Date of earliest event reported)  July 21, 1998
  
  
                         NORTHERN TRUST CORPORATION 
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter) 
  
  
           Delaware               0-05965                 36-2723087
       ------------------------------------------------------------------
       (State or other          (Commission            (I.R.S Employer 
       jurisdiction of          File Number)          Identification No.)
        incorporation) 
  
  
       50 South LaSalle Street
       Chicago, Illinois                                       60675
       -----------------------------------------------------------------
       (Address of principal executive offices)              (Zip Code) 
  
                                       
                                  (312) 630-6000
       -----------------------------------------------------------------
             (Registrant's telephone number, including area code) 
  
  
                                  Not Applicable
       -----------------------------------------------------------------
         (Former name or former address, if changed since last report)



 ITEM 5.   OTHER EVENTS 
  
      AMENDMENT OF EXISTING RIGHTS AGREEMENT.  On July 21, 1998, the Board
 of Directors (the "Board") of Northern Trust Corporation (the
 "Corporation") approved a third amendment (the "Third Amendment") to the
 Rights Agreement, dated as of October 17, 1989, between the Corporation and
 Norwest Bank Minnesota, N.A., as successor rights agent, as amended by that
 certain First Amendment, dated September 17, 1997, and that certain Second
 Amendment, dated November 18, 1997 (as so amended, the "1989 Rights
 Agreement").   The Third Amendment provides for an automatic redemption of
 the rights issued under the 1989 Rights Agreement (the "1989 Rights") upon
 the earliest to occur of the following (each, an "Automatic Redemption
 Event"):  (i) any person becomes the beneficial owner of securities of the
 Corporation which in the aggregate represent 14% or more of the voting
 power of all voting securities of the Corporation, (ii) any person
 commences, or publicly announces its intent to commence, a tender or
 exchange offer if upon consummation thereof such person, together with all
 affiliates and associates of such person, would be the beneficial owner of
 securities of the Corporation which in the aggregate represent 15% or more
 of the voting power of all voting securities of the Corporation, (iii) any
 person makes by public announcement or by written communication that is or
 becomes the subject of a public announcement, or publicly announces its
 intent to make, a proposal to the Corporation or its stockholders for (1) a
 merger, consolidation or similar transaction involving the Corporation or
 any of its subsidiaries, (2) a purchase or other acquisition of all or a
 substantial portion of the assets or deposits of the Corporation and its
 subsidiaries or (3) a purchase or other acquisition of securities
 representing 15% or more of the voting power of all voting securities of
 the Corporation (any transaction of the type described in clauses (1), (2)
 and (3) above, an "Acquisition Transaction"), or  (iv) any person files an
 application or notice with the Board of Governors of the Federal Reserve
 System, or any other federal or state banking regulatory authority, which
 application or notice seeks approval to engage in any transaction
 constituting an Acquisition Transaction.  Effective immediately upon the
 occurrence of an Automatic Redemption Event, by action of the Board taken
 to approve the Third Amendment and without any further action on the part
 of or notice from the Board, the 1989 Rights will be redeemed and will
 terminate, and thereafter, the only right of holders of the 1989 Rights
 will be to receive the redemption price set forth in the 1989 Rights
 Agreement. 
  
      The Third Amendment is filed herewith as Exhibit 99.1 and is
 incorporated herein by reference.  The foregoing description of the Third
 Amendment does not purport to be complete and is qualified in its entirety
 by reference to the full text of the Third Amendment. 
  
      ADOPTION OF NEW RIGHTS AGREEMENT.  On July 21, 1998, the Board also
 declared a dividend distribution of one right (each a "New Right") for each
 outstanding share of the common stock, par value $1.66 - 2/3 per share, of
 the Corporation ("Common Stock") to stockholders of record at the close of
 business on the earlier of October 31, 1999, the date on which the 1989
 Rights Agreement expires, or the date on which the 1989 Rights are
 exchanged or redeemed in accordance with the provisions of the 1989 Rights
 Agreement (such date being referred to as the "Record Date"). Each New
 Right will entitle the registered holder to purchase from the Corporation
 one one-hundredth of a share of Series A Junior Participating Preferred
 Stock, no par value (the "Preferred Stock"), of the Corporation at an
 exercise price of $330.00, subject to adjustment (as adjusted from time to
 time, the "Purchase Price").  The description and terms of the New Rights
 are set forth in a Rights Agreement, dated as of July 21, 1998 (the "New
 Rights Agreement"), between the Corporation and Norwest Bank Minnesota,
 N.A., as Rights Agent. 
  
      The New Rights Agreement was adopted by the Board to replace the 1989
 Rights Agreement upon the expiration or redemption of the 1989 Rights,
 which will occur no later than October 31, 1999.  In no event will both the
 1989 Rights and the New Rights be exercisable. 
  
      Initially following the Record Date, the New Rights will be attached
 to all  certificates representing shares of Common Stock then outstanding,
 and no separate Rights Certificates will be distributed.  Unless previously
 redeemed by the Board in accordance with the New Rights Agreement, the New
 Rights will separate from the Common Stock and a "Distribution Date" will
 occur upon the earlier of (i) 20 days following the Stock Acquisition Date
 (as defined below) or (ii) 20 days (or such later date as the Board shall
 determine, provided that under certain circumstances any decision to defer
 such date will require the concurrence of a majority of the Continuing
 Directors (as defined below)) after the date a tender or exchange offer
 that would result in a person or group beneficially owning 15% or more of
 the outstanding shares of Common Stock is first published, sent or given to
 the Corporation's stockholders.   
  
      The "Stock Acquisition Date" is defined as the twentieth day following
 the earlier of (x) the first date of public announcement by the Corporation
 that any person or group (other than certain exempt persons or groups) has
 acquired, or obtained the right to acquire, beneficial ownership of 15% or
 more of the shares of Common Stock then outstanding or (y) the date on
 which any Offering Person (as defined below) or any affiliate or associate
 thereof enters into an agreement with the Corporation providing for an
 Acquisition Transaction (as defined below) (any person described in clause
 (x) or clause (y) above is referred to as an "Acquiring Person"). 
 Descendants of Corporation founder Byron L. Smith and certain related
 trusts and other entities (or a group comprised solely of such persons)
 will not be deemed to be an Acquiring Person as long as all such persons
 beneficially own less than 23% of the outstanding shares of Common Stock. 
 An "Offering Person" is defined as any person (other than the Corporation
 or any of its subsidiaries) who, at the time that a majority of the Board
 is elected by stockholder action by written consent or is comprised of
 persons who were not nominated by the Board in office immediately prior to
 their election, (i) has commenced, or has publicly announced its intent to
 commence, a tender or exchange offer if upon consummation thereof such
 person, together with its affiliates and associates, would beneficially own
 15% or more of the shares of Common Stock then outstanding, (ii) has made
 by public announcement or by written communication that is or becomes the
 subject of a public announcement, or has publicly announced its intent to
 make, a proposal to the Corporation or its stockholders for (x) a merger,
 consolidation or similar transaction involving the Corporation or any of
 its subsidiaries, (y) a purchase or other acquisition of all or a
 substantial portion of the assets or deposits of the Corporation and its
 subsidiaries, or (z) a purchase or other acquisition of securities
 representing 15% or more of the shares of Common Stock then outstanding
 (any transaction of the type described in clauses (x), (y) or (z) above, an
 "Acquisition Transaction"), or (iii) has filed an application or notice
 with the Board of Governors of the Federal Reserve System, or any other
 federal or state banking regulatory authority, which application or notice
 seeks approval to engage in any transaction constituting an Acquisition
 Transaction.  
  
      "Continuing Director" means a director of the Corporation who (i)
 either (a) was a member of the Board prior to the date of the New Rights
 Agreement, or (b) subsequently became a director of the Corporation and
 whose election or nomination for election subsequent to such date was
 approved by a vote of a majority of the Continuing Directors then on the
 Board and (ii) is not an Acquiring Person or an affiliate or associate of
 an Acquiring Person or a representative of an Acquiring Person or any such
 affiliate or associate. 
  
      Following the Record Date and until the Distribution Date, (i) the New
 Rights will be evidenced by the Common Stock certificates and will be
 transferred with and only with such Common Stock certificates, (ii) new
 Common Stock certificates issued after the Record Date will contain a
 notation incorporating the New Rights Agreement by reference and (iii) the
 surrender for transfer of any certificate for Common Stock outstanding will
 also constitute the transfer of the New Rights associated with the Common
 Stock represented by such certificate. 
  
      The New Rights will not be exercisable until the Distribution Date and
 will expire at the close of business on October 31, 2009, unless earlier
 redeemed by the Corporation as described below. 
  
      As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, the
 separate Rights Certificates alone will represent the New Rights.  Except
 as otherwise determined by the Board, only shares of Common Stock issued
 prior to the Distribution Date will be issued with New Rights. 
  
      In the event (a "Flip-in Event") that any person, at any time after
 the date of the New Rights Agreement, becomes an Acquiring Person (except
 as a result of an acquisition of shares of Common Stock made pursuant to an
 offer for all outstanding shares of Common Stock which a majority of the
 members of the Board who are not officers of the Corporation and who are
 Continuing Directors determine, after receiving advice from the Board's
 financial advisor, to be fair to and otherwise in the best interests of the
 Corporation and its stockholders (a "Qualifying Offer")), each holder of a
 New Right thereafter will have the right to receive, upon exercise thereof,
 Common Stock (or, in certain circumstances, cash, property or other
 securities of the Corporation) having a value equal to two times the
 Purchase Price.  Notwithstanding any of the foregoing, following the
 occurrence of a Flip-in Event, all New Rights that are, or (under certain
 circumstances specified in the New Rights Agreement) were, beneficially
 owned by an Acquiring Person, any of its associates or affiliates, and
 certain of its transferees, will be null and void.  Moreover, the New
 Rights will not be exercisable following the first occurrence of a Flip-in
 Event until such time as the New Rights are no longer redeemable by the
 Corporation as described below. 
  
      In the event that, at any time following the Stock Acquisition Date,
 (i) the Corporation is acquired in a merger or other business combination
 transaction in which the Corporation is not the surviving corporation or in
 which the Corporation is the surviving entity but the Common Stock is
 changed or exchanged, or (ii) 50% or more of the Corporation's assets or
 earning power is sold or transferred (each, a "Flip-over Event"), each
 holder of a New Right (except New Rights which previously have been voided
 as described above) shall thereafter have the right to receive, upon
 exercise thereof, common stock or other securities of the acquiring company
 having a value equal to two times the Purchase Price, provided that holders
 of New Rights will not be entitled to such right to receive acquiring
 company common stock in connection with any transaction described in this
 paragraph if such transaction is consummated with a person who acquired
 shares of Common Stock pursuant to a Qualifying Offer. 
  
      The Purchase Price payable, and the number of shares of Preferred
 Stock or other securities or property issuable, upon exercise of the New
 Rights are subject to adjustment from time to time in accordance with
 customary antidilution provisions.  Following the occurrence of a Flip-in
 Event or a Flip-over Event, the antidilution provisions will apply to the
 Common Stock or other securities for which the New Rights are then
 exercisable.   
  
      With certain exceptions, no adjustment to the Purchase Price will be
 required until cumulative adjustments amount to at least 1% of the Purchase
 Price.  No fractional shares will be issued, other than fractional shares
 of Preferred Stock that are integral multiples of one one-hundredth of a
 share, and a cash payment will be made in lieu thereof based on the market
 price of the Preferred or Common Stock on the last trading day prior to the
 date of exercise. 
  
      At any time after the New Rights become exercisable for Common Stock,
 the Board may exchange the unexercised New Rights (other then New Rights
 owned by any Acquiring Person which have become void), in whole or in part,
 at an exchange ratio of one share of Common Stock, or one one-hundredth of
 a share of Preferred Stock (or of a share of a class or series of the
 Corporation's preferred stock having equivalent rights, preferences and
 privileges), per New Right (subject to adjustment).  Under certain
 circumstances, authorization of any such exchange must be by a majority of
 the Continuing Directors then in office. 
  
      The Board is empowered to redeem the New Rights in whole, but not in
 part, at a price of $.01 per New Right (the "Redemption Price") at any time
 before the earlier of (i) the expiration of twenty days following the Stock
 Acquisition Date or (ii) the final expiration date of the New Rights. 
 Notwithstanding the foregoing, in the event that a majority of the Board is
 elected by stockholder action by written consent, or is comprised of
 persons who were not nominated by the Board in office immediately prior to
 their election, then (i) for a period of 180 days following the
 effectiveness of such election the New Rights may not be redeemed, and (ii)
 thereafter redemption may only be authorized with the concurrence of a
 majority of the Continuing Directors.  Immediately upon the action of the
 Board ordering redemption of the New Rights, the New Rights will terminate
 and the only right of the holders of New Rights will be to receive the
 Redemption Price. 
  
      Until a New Right is exercised, the holder thereof, as such, will have
 no rights as a stockholder of the Corporation, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the New Rights will not be taxable to stockholders or to
 the Corporation, stockholders may, depending upon the circumstances,
 recognize taxable income in the event that the New Rights become
 exercisable for Common Stock (or other consideration) or for common stock
 of an acquiring company as set forth above.   
  
      The Rights Agreement may be amended by the Board (a) prior to the
 Distribution Date, in any manner (other than an amendment to the Redemption
 Price or the number of one one-hundredths of a share of Preferred Stock
 purchasable upon exercise of a New Right) and (b) after the Distribution
 Date, in order to (i) cure any ambiguity, (ii) correct or supplement
 provisions which may be defective or inconsistent, (iii) make changes which
 do not adversely affect the interests of holders of New Rights (other than
 those held by an Acquiring Person or certain related persons) or (iv)
 shorten or lengthen any time period under the New Rights Agreement
 (including the time period governing redemption), provided that no
 extension or amendment to adjust the time period for redemption may be made
 at such time as the New Rights are nonredeemable.  Notwithstanding the
 foregoing, in the event that a majority of the Board is elected by
 stockholder action by written consent, or is comprised of persons who were
 not nominated by the Board in office immediately prior to their election,
 then (i) for a period of 180 days following the effectiveness of such
 election, the New Rights Agreement may not be amended, and (ii) thereafter
 the New Rights Agreement may only be amended with the concurrence of a
 majority of the Continuing Directors.   
  
      The New Rights Agreement is filed herewith as Exhibit 99.2 and is
 incorporated herein by reference.  The foregoing summary description of the
 New Rights does not purport to be complete and is qualified in its entirety
 by reference to the full text of the New Rights Agreement.  
       
      AMENDMENT OF BY-LAWS.  On July 21, 1998, the Board also approved
 amendments to the Corporation's By-Laws which, among other things, (i)
 provide that the annual meeting of stockholders be held on such date as the
 Board shall determine, (ii) eliminate the right of stockholders of the
 Corporation to call a special meeting, (iii) require advance notice of
 stockholder proposals for director nominations and items of business at an
 annual meeting, (iv) require that a record date be set by the Board in
 connection with any stockholder action by written consent, (v) grant the
 presiding officer of a stockholders meeting the power to adjourn the
 meeting in the absence of a quorum, and (vi) amend the provisions relating
 to special meetings of the Board.   
  
      The By-Law amendments adopted by the Corporation on July 21, 1998 are
 attached hereto as Exhibit 3(ii) and are incorporated herein by reference. 
 The foregoing summary description of the amendments to the By-Laws does not
 purport to be complete and is qualified in its entirety by reference to the
 full text of such amendments to the By-Laws. 
  
  
 ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS 
  
           3(ii)     Amendments to the By-Laws of Northern Trust
                     Corporation adopted on July 21, 1998, together with
                     complete By-Laws of Northern Trust Corporation as
                     amended through July 21, 1998 
  
           99.1      Third Amendment to the Rights Agreement, dated as of
                     October 17, 1989, as amended, between Northern Trust
                     Corporation and Norwest Bank Minnesota, N.A., as
                     successor rights agent 
  
           99.2      Rights Agreement, dated as of July 21, 1998, between
                     Northern Trust Corporation and Norwest Bank Minnesota,
                     N.A., as Rights Agent 




                                 SIGNATURE 
  
 Pursuant to the requirements of the Securities Exchange Act of 1934, as
 amended, the Registrant has duly caused this report to be signed on its
 behalf by the undersigned hereunto duly authorized. 
  
  
                                        NORTHERN TRUST CORPORATION 
  
  
                                        By: /s/ Perry R. Pero
                                            ------------------------------
                                            Name:  Perry R. Pero
                                            Title: Senior Executive Vice
                                                     President
  
 Dated: July 24, 1998 



                               Exhibit Index 
  
  
 Exhibit No.         Description 
 -----------         -----------
   3(ii)             Amendments to the By-Laws of Northern Trust
                     Corporation adopted on July 21, 1998, together with
                     complete By-Laws of Northern Trust Corporation as
                     amended through July 21, 1998 
  
   99.1              Third Amendment to the Rights Agreement, dated as of
                     October 17, 1989, as amended, between Northern Trust
                     Corporation and Norwest Bank Minnesota, N.A., as
                     successor rights agent 
  
   99.2              Rights Agreement, dated as of July 21, 1998, between
                     Northern Trust Corporation and Norwest Bank Minnesota,
                     N.A., as Rights Agent
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 21835}]
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SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, DC  20549
  
  
                                    FORM 8-K
  
                                 CURRENT REPORT
  
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
        Date of Report (Date of earliest event reported)  July 21, 1998
  
  
                         NORTHERN TRUST CORPORATION 
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter) 
  
  
           Delaware               0-05965                 36-2723087
       ------------------------------------------------------------------
       (State or other          (Commission            (I.R.S Employer 
       jurisdiction of          File Number)          Identification No.)
        incorporation) 
  
  
       50 South LaSalle Street
       Chicago, Illinois                                       60675
       -----------------------------------------------------------------
       (Address of principal executive offices)              (Zip Code) 
  
                                       
                                  (312) 630-6000
       -----------------------------------------------------------------
             (Registrant's telephone number, including area code) 
  
  
                                  Not Applicable
       -----------------------------------------------------------------
         (Former name or former address, if changed since last report)

 ITEM 5.   OTHER EVENTS 
  
      AMENDMENT OF EXISTING RIGHTS AGREEMENT.  On July 21, 1998, the Board
 of Directors (the "Board") of Northern Trust Corporation (the
 "Corporation") approved a third amendment (the "Third Amendment") to the
 Rights Agreement, dated as of October 17, 1989, between the Corporation and
 Norwest Bank Minnesota, N.A., as successor rights agent, as amended by that
 certain First Amendment, dated September 17, 1997, and that certain Second
 Amendment, dated November 18, 1997 (as so amended, the "1989 Rights
 Agreement").   The Third Amendment provides for an automatic redemption of
 the rights issued under the 1989 Rights Agreement (the "1989 Rights") upon
 the earliest to occur of the following (each, an "Automatic Redemption
 Event"):  (i) any person becomes the beneficial owner of securities of the
 Corporation which in the aggregate represent 14% or more of the voting
 power of all voting securities of the Corporation, (ii) any person
 commences, or publicly announces its intent to commence, a tender or
 exchange offer if upon consummation thereof such person, together with all
 affiliates and associates of such person, would be the beneficial owner of
 securities of the Corporation which in the aggregate represent 15% or more
 of the voting power of all voting securities of the Corporation, (iii) any
 person makes by public announcement or by written communication that is or
 becomes the subject of a public announcement, or publicly announces its
 intent to make, a proposal to the Corporation or its stockholders for (1) a
 merger, consolidation or similar transaction involving the Corporation or
 any of its subsidiaries, (2) a purchase or other acquisition of all or a
 substantial portion of the assets or deposits of the Corporation and its
 subsidiaries or (3) a purchase or other acquisition of securities
 representing 15% or more of the voting power of all voting securities of
 the Corporation (any transaction of the type described in clauses (1), (2)
 and (3) above, an "Acquisition Transaction"), or  (iv) any person files an
 application or notice with the Board of Governors of the Federal Reserve
 System, or any other federal or state banking regulatory authority, which
 application or notice seeks approval to engage in any transaction
 constituting an Acquisition Transaction.  Effective immediately upon the
 occurrence of an Automatic Redemption Event, by action of the Board taken
 to approve the Third Amendment and without any further action on the part
 of or notice from the Board, the 1989 Rights will be redeemed and will
 terminate, and thereafter, the only right of holders of the 1989 Rights
 will be to receive the redemption price set forth in the 1989 Rights
 Agreement. 
  
      The Third Amendment is filed herewith as Exhibit 99.1 and is
 incorporated herein by reference.  The foregoing description of the Third
 Amendment does not purport to be complete and is qualified in its entirety
 by reference to the full text of the Third Amendment. 
  
      ADOPTION OF NEW RIGHTS AGREEMENT.  On July 21, 1998, the Board also
 declared a dividend distribution of one right (each a "New Right") for each
 outstanding share of the common stock, par value $1.66 - 2/3 per share, of
 the Corporation ("Common Stock") to stockholders of record at the close of
 business on the earlier of October 31, 1999, the date on which the 1989
 Rights Agreement expires, or the date on which the 1989 Rights are
 exchanged or redeemed in accordance with the provisions of the 1989 Rights
 Agreement (such date being referred to as the "Record Date"). Each New
 Right will entitle the registered holder to purchase from the Corporation
 one one-hundredth of a share of Series A Junior Participating Preferred
 Stock, no par value (the "Preferred Stock"), of the Corporation at an
 exercise price of $330.00, subject to adjustment (as adjusted from time to
 time, the "Purchase Price").  The description and terms of the New Rights
 are set forth in a Rights Agreement, dated as of July 21, 1998 (the "New
 Rights Agreement"), between the Corporation and Norwest Bank Minnesota,
 N.A., as Rights Agent. 
  
      The New Rights Agreement was adopted by the Board to replace the 1989
 Rights Agreement upon the expiration or redemption of the 1989 Rights,
 which will occur no later than October 31, 1999.  In no event will both the
 1989 Rights and the New Rights be exercisable. 
  
      Initially following the Record Date, the New Rights will be attached
 to all  certificates representing shares of Common Stock then outstanding,
 and no separate Rights Certificates will be distributed.  Unless previously
 redeemed by the Board in accordance with the New Rights Agreement, the New
 Rights will separate from the Common Stock and a "Distribution Date" will
 occur upon the earlier of (i) 20 days following the Stock Acquisition Date
 (as defined below) or (ii) 20 days (or such later date as the Board shall
 determine, provided that under certain circumstances any decision to defer
 such date will require the concurrence of a majority of the Continuing
 Directors (as defined below)) after the date a tender or exchange offer
 that would result in a person or group beneficially owning 15% or more of
 the outstanding shares of Common Stock is first published, sent or given to
 the Corporation's stockholders.   
  
      The "Stock Acquisition Date" is defined as the twentieth day following
 the earlier of (x) the first date of public announcement by the Corporation
 that any person or group (other than certain exempt persons or groups) has
 acquired, or obtained the right to acquire, beneficial ownership of 15% or
 more of the shares of Common Stock then outstanding or (y) the date on
 which any Offering Person (as defined below) or any affiliate or associate
 thereof enters into an agreement with the Corporation providing for an
 Acquisition Transaction (as defined below) (any person described in clause
 (x) or clause (y) above is referred to as an "Acquiring Person"). 
 Descendants of Corporation founder Byron L. Smith and certain related
 trusts and other entities (or a group comprised solely of such persons)
 will not be deemed to be an Acquiring Person as long as all such persons
 beneficially own less than 23% of the outstanding shares of Common Stock. 
 An "Offering Person" is defined as any person (other than the Corporation
 or any of its subsidiaries) who, at the time that a majority of the Board
 is elected by stockholder action by written consent or is comprised of
 persons who were not nominated by the Board in office immediately prior to
 their election, (i) has commenced, or has publicly announced its intent to
 commence, a tender or exchange offer if upon consummation thereof such
 person, together with its affiliates and associates, would beneficially own
 15% or more of the shares of Common Stock then outstanding, (ii) has made
 by public announcement or by written communication that is or becomes the
 subject of a public announcement, or has publicly announced its intent to
 make, a proposal to the Corporation or its stockholders for (x) a merger,
 consolidation or similar transaction involving the Corporation or any of
 its subsidiaries, (y) a purchase or other acquisition of all or a
 substantial portion of the assets or deposits of the Corporation and its
 subsidiaries, or (z) a purchase or other acquisition of securities
 representing 15% or more of the shares of Common Stock then outstanding
 (any transaction of the type described in clauses (x), (y) or (z) above, an
 "Acquisition Transaction"), or (iii) has filed an application or notice
 with the Board of Governors of the Federal Reserve System, or any other
 federal or state banking regulatory authority, which application or notice
 seeks approval to engage in any transaction constituting an Acquisition
 Transaction.  
  
      "Continuing Director" means a director of the Corporation who (i)
 either (a) was a member of the Board prior to the date of the New Rights
 Agreement, or (b) subsequently became a director of the Corporation and
 whose election or nomination for election subsequent to such date was
 approved by a vote of a majority of the Continuing Directors then on the
 Board and (ii) is not an Acquiring Person or an affiliate or associate of
 an Acquiring Person or a representative of an Acquiring Person or any such
 affiliate or associate. 
  
      Following the Record Date and until the Distribution Date, (i) the New
 Rights will be evidenced by the Common Stock certificates and will be
 transferred with and only with such Common Stock certificates, (ii) new
 Common Stock certificates issued after the Record Date will contain a
 notation incorporating the New Rights Agreement by reference and (iii) the
 surrender for transfer of any certificate for Common Stock outstanding will
 also constitute the transfer of the New Rights associated with the Common
 Stock represented by such certificate. 
  
      The New Rights will not be exercisable until the Distribution Date and
 will expire at the close of business on October 31, 2009, unless earlier
 redeemed by the Corporation as described below. 
  
      As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, the
 separate Rights Certificates alone will represent the New Rights.  Except
 as otherwise determined by the Board, only shares of Common Stock issued
 prior to the Distribution Date will be issued with New Rights. 
  
      In the event (a "Flip-in Event") that any person, at any time after
 the date of the New Rights Agreement, becomes an Acquiring Person (except
 as a result of an acquisition of shares of Common Stock made pursuant to an
 offer for all outstanding shares of Common Stock which a majority of the
 members of the Board who are not officers of the Corporation and who are
 Continuing Directors determine, after receiving advice from the Board's
 financial advisor, to be fair to and otherwise in the best interests of the
 Corporation and its stockholders (a "Qualifying Offer")), each holder of a
 New Right thereafter will have the right to receive, upon exercise thereof,
 Common Stock (or, in certain circumstances, cash, property or other
 securities of the Corporation) having a value equal to two times the
 Purchase Price.  Notwithstanding any of the foregoing, following the
 occurrence of a Flip-in Event, all New Rights that are, or (under certain
 circumstances specified in the New Rights Agreement) were, beneficially
 owned by an Acquiring Person, any of its associates or affiliates, and
 certain of its transferees, will be null and void.  Moreover, the New
 Rights will not be exercisable following the first occurrence of a Flip-in
 Event until such time as the New Rights are no longer redeemable by the
 Corporation as described below. 
  
      In the event that, at any time following the Stock Acquisition Date,
 (i) the Corporation is acquired in a merger or other business combination
 transaction in which the Corporation is not the surviving corporation or in
 which the Corporation is the surviving entity but the Common Stock is
 changed or exchanged, or (ii) 50% or more of the Corporation's assets or
 earning power is sold or transferred (each, a "Flip-over Event"), each
 holder of a New Right (except New Rights which previously have been voided
 as described above) shall thereafter have the right to receive, upon
 exercise thereof, common stock or other securities of the acquiring company
 having a value equal to two times the Purchase Price, provided that holders
 of New Rights will not be entitled to such right to receive acquiring
 company common stock in connection with any transaction described in this
 paragraph if such transaction is consummated with a person who acquired
 shares of Common Stock pursuant to a Qualifying Offer. 
  
      The Purchase Price payable, and the number of shares of Preferred
 Stock or other securities or property issuable, upon exercise of the New
 Rights are subject to adjustment from time to time in accordance with
 customary antidilution provisions.  Following the occurrence of a Flip-in
 Event or a Flip-over Event, the antidilution provisions will apply to the
 Common Stock or other securities for which the New Rights are then
 exercisable.   
  
      With certain exceptions, no adjustment to the Purchase Price will be
 required until cumulative adjustments amount to at least 1% of the Purchase
 Price.  No fractional shares will be issued, other than fractional shares
 of Preferred Stock that are integral multiples of one one-hundredth of a
 share, and a cash payment will be made in lieu thereof based on the market
 price of the Preferred or Common Stock on the last trading day prior to the
 date of exercise. 
  
      At any time after the New Rights become exercisable for Common Stock,
 the Board may exchange the unexercised New Rights (other then New Rights
 owned by any Acquiring Person which have become void), in whole or in part,
 at an exchange ratio of one share of Common Stock, or one one-hundredth of
 a share of Preferred Stock (or of a share of a class or series of the
 Corporation's preferred stock having equivalent rights, preferences and
 privileges), per New Right (subject to adjustment).  Under certain
 circumstances, authorization of any such exchange must be by a majority of
 the Continuing Directors then in office. 
  
      The Board is empowered to redeem the New Rights in whole, but not in
 part, at a price of $.01 per New Right (the "Redemption Price") at any time
 before the earlier of (i) the expiration of twenty days following the Stock
 Acquisition Date or (ii) the final expiration date of the New Rights. 
 Notwithstanding the foregoing, in the event that a majority of the Board is
 elected by stockholder action by written consent, or is comprised of
 persons who were not nominated by the Board in office immediately prior to
 their election, then (i) for a period of 180 days following the
 effectiveness of such election the New Rights may not be redeemed, and (ii)
 thereafter redemption may only be authorized with the concurrence of a
 majority of the Continuing Directors.  Immediately upon the action of the
 Board ordering redemption of the New Rights, the New Rights will terminate
 and the only right of the holders of New Rights will be to receive the
 Redemption Price. 
  
      Until a New Right is exercised, the holder thereof, as such, will have
 no rights as a stockholder of the Corporation, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the New Rights will not be taxable to stockholders or to
 the Corporation, stockholders may, depending upon the circumstances,
 recognize taxable income in the event that the New Rights become
 exercisable for Common Stock (or other consideration) or for common stock
 of an acquiring company as set forth above.   
  
      The Rights Agreement may be amended by the Board (a) prior to the
 Distribution Date, in any manner (other than an amendment to the Redemption
 Price or the number of one one-hundredths of a share of Preferred Stock
 purchasable upon exercise of a New Right) and (b) after the Distribution
 Date, in order to (i) cure any ambiguity, (ii) correct or supplement
 provisions which may be defective or inconsistent, (iii) make changes which
 do not adversely affect the interests of holders of New Rights (other than
 those held by an Acquiring Person or certain related persons) or (iv)
 shorten or lengthen any time period under the New Rights Agreement
 (including the time period governing redemption), provided that no
 extension or amendment to adjust the time period for redemption may be made
 at such time as the New Rights are nonredeemable.  Notwithstanding the
 foregoing, in the event that a majority of the Board is elected by
 stockholder action by written consent, or is comprised of persons who were
 not nominated by the Board in office immediately prior to their election,
 then (i) for a period of 180 days following the effectiveness of such
 election, the New Rights Agreement may not be amended, and (ii) thereafter
 the New Rights Agreement may only be amended with the concurrence of a
 majority of the Continuing Directors.   
  
      The New Rights Agreement is filed herewith as Exhibit 99.2 and is
 incorporated herein by reference.  The foregoing summary description of the
 New Rights does not purport to be complete and is qualified in its entirety
 by reference to the full text of the New Rights Agreement.  
       
      AMENDMENT OF BY-LAWS.  On July 21, 1998, the Board also approved
 amendments to the Corporation's By-Laws which, among other things, (i)
 provide that the annual meeting of stockholders be held on such date as the
 Board shall determine, (ii) eliminate the right of stockholders of the
 Corporation to call a special meeting, (iii) require advance notice of
 stockholder proposals for director nominations and items of business at an
 annual meeting, (iv) require that a record date be set by the Board in
 connection with any stockholder action by written consent, (v) grant the
 presiding officer of a stockholders meeting the power to adjourn the
 meeting in the absence of a quorum, and (vi) amend the provisions relating
 to special meetings of the Board.   
  
      The By-Law amendments adopted by the Corporation on July 21, 1998 are
 attached hereto as Exhibit 3(ii) and are incorporated herein by reference. 
 The foregoing summary description of the amendments to the By-Laws does not
 purport to be complete and is qualified in its entirety by reference to the
 full text of such amendments to the By-Laws. 
  
  
 ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS 
  
           3(ii)     Amendments to the By-Laws of Northern Trust
                     Corporation adopted on July 21, 1998, together with
                     complete By-Laws of Northern Trust Corporation as
                     amended through July 21, 1998 
  
           99.1      Third Amendment to the Rights Agreement, dated as of
                     October 17, 1989, as amended, between Northern Trust
                     Corporation and Norwest Bank Minnesota, N.A., as
                     successor rights agent 
  
           99.2      Rights Agreement, dated as of July 21, 1998, between
                     Northern Trust Corporation and Norwest Bank Minnesota,
                     N.A., as Rights Agent 

                                 SIGNATURE 
  
 Pursuant to the requirements of the Securities Exchange Act of 1934, as
 amended, the Registrant has duly caused this report to be signed on its
 behalf by the undersigned hereunto duly authorized. 
  
  
                                        NORTHERN TRUST CORPORATION 
  
  
                                        By: /s/ Perry R. Pero
                                            ------------------------------
                                            Name:  Perry R. Pero
                                            Title: Senior Executive Vice
                                                     President
  
 Dated: July 24, 1998 

                               Exhibit Index 
  
  
 Exhibit No.         Description 
 -----------         -----------
   3(ii)             Amendments to the By-Laws of Northern Trust
                     Corporation adopted on July 21, 1998, together with
                     complete By-Laws of Northern Trust Corporation as
                     amended through July 21, 1998 
  
   99.1              Third Amendment to the Rights Agreement, dated as of
                     October 17, 1989, as amended, between Northern Trust
                     Corporation and Norwest Bank Minnesota, N.A., as
                     successor rights agent 
  
   99.2              Rights Agreement, dated as of July 21, 1998, between
                     Northern Trust Corporation and Norwest Bank Minnesota,
                     N.A., as Rights Agent