NORTHERN TRUST CORP
SC 13G/A, 1998-02-17
STATE COMMERCIAL BANKS
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                      SECURITIES AND EXCHANGE COMMISSION
                                        
                             Washington, DC 20549

                                 SCHEDULE 13G
                                        

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 5)



                              Knight-Ridder, Inc.
                              -------------------
                               (Name of Issuer)


                         Common Stock, $0.02 1/12 Par
                         ----------------------------
                        (Title of Class of Securities)


                                   499040103
                                   ---------
                                (CUSIP Number)


Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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- -------------------                                            -----------------
CUSIP NO. 499040103                  13G                       Page 2 of 6 Pages
- -------------------                                            -----------------

- --------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                                                                                
      Northern Trust Corporation                        36-2723087
      The Northern Trust Company                        36-1561860
      Northern Trust Bank of Arizona, NA                59-0258165
      Northern Trust Bank of California, NA             94-2938925
      Northern Trust Bank of Florida, NA                36-2798553
      Northern Trust Bank of Texas, NA                  75-1999849
      Northern Trust Quantitative Advisors, Inc         36-3608252

- --------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
      Not Applicable                                            (b) [_]
                                                 
- --------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- --------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4                                 
      Northern Trust Corporation--a Delaware corporation with principal offices
      in Chicago, Illinois

- --------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5                                                       
     NUMBER OF            3,977,361
 
      SHARES       -------------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6       
                          4,811
     OWNED BY
                   -------------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7       
    REPORTING             3,491,559
 
      PERSON       -------------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8       
                          603,294
- --------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9                           
      4,308,541
- --------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10           
      Not Applicable                                                [_]
 
- --------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11           
      5.10

- --------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12           
      Northern Trust Corporation HC

- --------------------------------------------------------------------------------
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                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                                        

            SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                        

Check the following box if a fee is being paid with statement [_].

1. (a)  Knight-Ridder, Inc.
        -------------------
        (Name of Issuer)

   (b)  One Herald Plaza, Miami, FL 33132
        ---------------------------------
        (Address of Issuer's Principal Executive Office)

2.      (a)  Northern Trust Corporation
             --------------------------
             (Name of Person Filing)

        (b)  50 South LaSalle Street, Chicago, Illinois 60675
             ------------------------------------------------
             (Address of Person Filing)
 
        (c)  U.S. (Delaware Corporation)
             ---------------------------
             (Citizenship)
 
        (d)  Common Stock, $0.02 1/12 Par
             ----------------------------
             (Title of Class of Securities)
 
        (e)  499040103
             ---------
             (CUSIP Number)

3.  This statement is being filed by Northern Trust Corporation as a Parent
    Holding Company in accordance with S240.13d-1(b) (1) (ii) (G).

4. (a)  4,308,541
        ---------
        (Amount Beneficially Owned)
 
   (b)  5.10
        ----
        (Percent of Class)

   (c)  Number of shares as to which such person has:

        (i)   3,977,361
              ---------
              (Sole Power to Vote or to Direct the Vote)
            
        (ii)  4,811
              -----
              (Shared Power to Vote or to Direct the Vote)
 
        (iii) 3,491,559
              ---------
              (Sole Power to Dispose or Direct Disposition)
 
        (iv)  603,294
              -------
              (Shared Power to Dispose or Direct Disposition)
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5.  If this statement is being filed to report the fact that as of the date
    hereof the reporting person has ceased to be the beneficial owner of more
    than 5 percent of the class of securities, check the following: [_]
  
6.  Statement regarding ownership of 5 percent or more on behalf of another
    person:
  
7.  Parent Holding Company reporting on behalf of the following subsidiaries,
    all of which are banks as defined in Section 3(a) (6) of the Act:
  
    The Northern Trust Company            Northern Trust Bank of Arizona N.A.
    50 South LaSalle Street               2398 East Camelback Road
    Chicago, IL 60675                     Phoenix, AZ 85016

    Northern Trust Bank of Florida N.A.   Northern Trust Bank of California N.A.
    700 Brickell Avenue                   355 South Grand Avenue, Suite 2600
    Miami, FL 33131                       Los Angeles, CA 90071
                                             
    Northern Trust Bank of Texas N.A.     Northern Trust Quantitative 
    2020 Ross Avenue                        Advisors, Inc. 
    Dallas, TX 75201                      1 North LaSalle Street, Suite 600
                                          Chicago, IL 60690 
  
8.  Identification and Classification of Members of the Group.
  
                                Not Applicable.
  
9.  Notice of Dissolution of Group.
  
                                Not Applicable.

10. By signing below I certify that, to the best of my knowledge and belief, the
    securities referred to above were acquired in the ordinary course of
    business and were not acquired for the purpose of and do not have the effect
    of changing or influencing the control of the issuer of such securities and
    were not acquired in connection with or as a participant in any transaction
    having such purpose or effect.
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    After reasonable inquiry and to the best of my knowledge and belief, I
    certify that the information set forth in this statement is true, complete
    and correct.

                                       NORTHERN TRUST CORPORATION


                                       By: Perry R. Pero
                                           --------------------------------

DATED: 2-13-98                         As its: Sr. Executive Vice President
       -------                                 ----------------------------
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                            EXHIBIT TO SCHEDULE 13G
                      FILED BY NORTHERN TRUST CORPORATION
                                        

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004
Attention: Filing Desk, Stop 1-4

                         RE: Knight-Ridder, Inc.
                             -------------------
                                        
     Pursuant to the requirement of 240.13d-1(e) (1) (iii), this exhibit shall
constitute our written agreement that the Schedule 13G to which this exhibit is
attached is filed on behalf of Northern Trust Corporation and of its
subsidiary(ies), as stated below, regarding our respective beneficial ownership
in the above-captioned equity security.

                                       NORTHERN TRUST CORPORATION


                                       By: Perry R. Pero
                                           --------------------------------

DATED: 2-13-98                         As its: Sr. Executive Vice President
       -------                                 ----------------------------


The NORTHERN TRUST COMPANY

By: Perry R. Pero
- -----------------
As its Sr. Executive Vice President
       ----------------------------

NORTHERN TRUST BANK OF ARIZONA, NA
NORTHERN TRUST BANK OF TEXAS, NA
NORTHERN TRUST BANK OF CALIFORNIA, NA
NORTHERN TRUST BANK OF FLORIDA, NA

By: Barry G. Hastings
- ---------------------
As its Authorized Representative
       -------------------------


NORTHERN TRUST QUANTITATIVE ADVISORS, INC.

By:  John Goodwin
- -----------------
As its Authorized Representative
       -------------------------
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                          THE NORTHERN TRUST COMPANY
                          Fifty South LaSalle Street
                            Chicago, Illinois 60675



                                       February 13, 1998



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004

ATTN: Filing Desk, Stop 1-4

Gentlemen:

Enclosed is the Schedule 13G filing for Knight-Ridder, Inc.. Any inquiries may
be directed to me at (312) 444-7065.

                                       Sincerely,
                                    
                                       Oscar Teran
                                       Trust Officer


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