NORTHERN TRUST CORP
10-C/A, 1994-11-03
STATE COMMERCIAL BANKS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-C/A

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

  FILED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                      AND RULE 13A-17 OR 15D-17 THEREUNDER


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

              50 South LaSalle Street, Chicago, Illinois 60675
- --------------------------------------------------------------------------------
                   (Address of principal executive offices)

Issuer's telephone number, including area code   (312) 630-6000
                                               ---------------------------------


                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of shares
outstanding:
1. Title of security      Common Stock
2. Number of shares outstanding before the change   35,136,337 (excludes
   747,507 treasury shares which were incorrectly included in the number of
   shares reported as outstanding before the change on the Form 10-C filed on
   December 14, 1992)
3. Number of shares outstanding after the change   52,704,505 (excludes
   1,121,756 treasury shares which were incorrectly included in the number of
   shares reported as outstanding after the change on the Form 10-C filed on
   December 14, 1992)
4. Effective date of change      December 9, 1992
5. Method of change:
   Specify method (such as merger, acquisition, exchange, distribution, stock
   split, reverse split, acquisition of stock for treasury, etc.)   stock split
   Give brief description of transaction     three-for-two (50% stock
   distribution) stock split -- shares to be mailed on or about December 9,
   1992, to stockholders of record on November 30, 1992


                        II.  CHANGE IN NAME OF ISSUER

1. Name prior to change ________________________________________________________
2. Name after change ___________________________________________________________
3. Effective date of charter amendment changing name ___________________________
4. Date of shareholder approval of change, if required _________________________

Date   November 2, 1994                         Peter L. Rossiter
     ____________________              _________________________________________
                                                (Officer's signature & title)
                                       Peter L. Rossiter
                                       Executive Vice President,
                                        General Counsel & Secretary


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