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): February 16, 1999
  

  
  
                          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 February 16, 1999, the Board of Directors of Northern Trust
 Corporation (the "Corporation") approved (i) a Fifth 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 (as so
 amended, the "1989 Rights Agreement"), and (ii) Amendment No. 2 to the
 Rights Agreement, dated as of July 21, 1998, between the Corporation and
 Norwest Bank Minnesota, N.A., as Rights Agent, as amended by Amendment No.1
 thereto, dated as of November 18, 1998 (as so amended, the "1998 Rights
 Agreement").  The Board adopted the amendments for the purpose of
 eliminating from the 1989 Rights Plan and the 1998 Rights Plan the 180-day
 "delayed redemption" provisions and amending certain related provisions. 
  
           The Fifth Amendment to the 1989 Rights Agreement and Amendment
 No. 2 to the 1998 Rights Agreement are filed herewith as Exhibit 99.1 and
 Exhibit 99.2, respectively.  The foregoing description of the Fifth
 Amendment to the 1989 Rights Agreement and Amendment No. 2 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      Fifth Amendment, dated as of February 16, 1999, 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. 2, dated as of February 16, 1999, to the
                     Rights Agreement, dated as of July 21, 1998, as
                     amended, 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: February 19, 1999 



                               Exhibit Index 
  
  
 Exhibit No.              Description 
  
 99.1                Fifth Amendment, dated as of February 16, 1999, 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. 2, dated as of February 16, 1999, to the
                     Rights Agreement, dated as of July 21, 1998, as
                     amended, between Northern Trust Corporation and Norwest
                     Bank Minnesota, N.A., as Rights Agent
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4771}]
{"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": "99545989"}, "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 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): February 16, 1999
  

  
  
                          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 February 16, 1999, the Board of Directors of Northern Trust
 Corporation (the "Corporation") approved (i) a Fifth 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 (as so
 amended, the "1989 Rights Agreement"), and (ii) Amendment No. 2 to the
 Rights Agreement, dated as of July 21, 1998, between the Corporation and
 Norwest Bank Minnesota, N.A., as Rights Agent, as amended by Amendment No.1
 thereto, dated as of November 18, 1998 (as so amended, the "1998 Rights
 Agreement").  The Board adopted the amendments for the purpose of
 eliminating from the 1989 Rights Plan and the 1998 Rights Plan the 180-day
 "delayed redemption" provisions and amending certain related provisions. 
  
           The Fifth Amendment to the 1989 Rights Agreement and Amendment
 No. 2 to the 1998 Rights Agreement are filed herewith as Exhibit 99.1 and
 Exhibit 99.2, respectively.  The foregoing description of the Fifth
 Amendment to the 1989 Rights Agreement and Amendment No. 2 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      Fifth Amendment, dated as of February 16, 1999, 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. 2, dated as of February 16, 1999, to the
                     Rights Agreement, dated as of July 21, 1998, as
                     amended, 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: February 19, 1999 

                               Exhibit Index 
  
  
 Exhibit No.              Description 
  
 99.1                Fifth Amendment, dated as of February 16, 1999, 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. 2, dated as of February 16, 1999, to the
                     Rights Agreement, dated as of July 21, 1998, as
                     amended, between Northern Trust Corporation and Norwest
                     Bank Minnesota, N.A., as Rights Agent