SECURITIES AND EXCHANGE COMMISS
  
                              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): November 18, 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 
  
           On November 18, 1998, the Board of Directors of Northern Trust
 Corporation (the "Corporation") approved (i) a Fourth 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 a
 First Amendment thereto, dated September 17, 1997, a Second Amendment
 thereto, dated November 18, 1997, and a Third Amendment thereto, dated July
 21, 1998 (as so amended, the "1989 Rights Agreement"), and (ii) Amendment
 No. 1 to the Rights Agreement, dated as of July 21, 1998, between Northern
 Trust Corporation and Norwest Bank Minnesota, N.A., as Rights Agent (the
 "1998 Rights Agreement").  The amendments were adopted to eliminate from
 the 1989 Rights Plan and the 1998 Rights Plan all "continuing director"
 provisions and to amend or remove certain related provisions. 
  
           The Fourth Amendment to the 1989 Rights Agreement and Amendment
 No. 1 to the 1998 Rights Agreement are filed herewith as Exhibit 99.1 and
 Exhibit 99.2, respectively.  The foregoing description of the Fourth
 Amendment to the 1989 Rights Agreement and Amendment No. 1 to the 1998
 Rights Agreement does not purport to be complete and is qualified in its
 entirety by reference to the full text of such documents. 
  
  
 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS 
  
           99.1      Fourth Amendment, dated as of November 18, 1998, 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      Amendment No. 1, dated as of November 18, 1998, to the
                     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: November 20, 1998 


                               Exhibit Index 
  
  
 Exhibit No.              Description 
  
 99.1                Fourth Amendment, dated as of November 18, 1998, 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                Amendment No. 1, dated as of November 18, 1998, to the
                     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": 4427}]
{"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": "8-K", "act": "34", "file-number": "000-05965", "film-number": "98756459"}, "business-address": {"street1": "50 S LASALLE ST", "city": "CHICAGO", "state": "IL", "zip": "60675", "phone": "3126306000"}, "former-company": {"former-conformed-name": "NORTRUST CORP", "date-changed": "19780525"}}
SECURITIES AND EXCHANGE COMMISS
  
                              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): November 18, 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 
  
           On November 18, 1998, the Board of Directors of Northern Trust
 Corporation (the "Corporation") approved (i) a Fourth 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 a
 First Amendment thereto, dated September 17, 1997, a Second Amendment
 thereto, dated November 18, 1997, and a Third Amendment thereto, dated July
 21, 1998 (as so amended, the "1989 Rights Agreement"), and (ii) Amendment
 No. 1 to the Rights Agreement, dated as of July 21, 1998, between Northern
 Trust Corporation and Norwest Bank Minnesota, N.A., as Rights Agent (the
 "1998 Rights Agreement").  The amendments were adopted to eliminate from
 the 1989 Rights Plan and the 1998 Rights Plan all "continuing director"
 provisions and to amend or remove certain related provisions. 
  
           The Fourth Amendment to the 1989 Rights Agreement and Amendment
 No. 1 to the 1998 Rights Agreement are filed herewith as Exhibit 99.1 and
 Exhibit 99.2, respectively.  The foregoing description of the Fourth
 Amendment to the 1989 Rights Agreement and Amendment No. 1 to the 1998
 Rights Agreement does not purport to be complete and is qualified in its
 entirety by reference to the full text of such documents. 
  
  
 ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
           EXHIBITS 
  
           99.1      Fourth Amendment, dated as of November 18, 1998, 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      Amendment No. 1, dated as of November 18, 1998, to the
                     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: November 20, 1998 

                               Exhibit Index 
  
  
 Exhibit No.              Description 
  
 99.1                Fourth Amendment, dated as of November 18, 1998, 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                Amendment No. 1, dated as of November 18, 1998, to the
                     Rights Agreement, dated as of July 21, 1998, between
                     Northern Trust Corporation and Norwest Bank Minnesota,
                     N.A., as Rights Agent