NORTHERN TRUST CORP
SC 13G/A, 1999-07-09
STATE COMMERCIAL BANKS
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                                                                           Pg. 1


                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  20549

                                 SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)



                          Real Silk Investments Inc.
                          --------------------------
                               (Name of Issuer)


                          Common Stock, $5 Par Value
                          --------------------------
                        (Title of Class of Securities)


                                  756027 10 8
                                  -----------
                                (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. 756027 10 8                                      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

- ------------------------------------------------------------------------------
      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

      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6
                          25,645
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7
    REPORTING

      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8
                          25,645
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9
       25,645
- ------------------------------------------------------------------------------
      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
           15.54

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
      Northern Trust Corporation HC

- ------------------------------------------------------------------------------
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                                                                           Pg. 3

                       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)   Real Silk Investments Inc.
         --------------------------
         (Name of Issuer)

   (b)   445 N Pennsylvania Street, Suite 500, Indianapolis, IN 46204
         ------------------------------------------------------------
         (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, $5 Par Value
         --------------------------
         (Title of Class of Securities)

   (e)   756027 10 8
         -----------
         (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)   25,645
         ------
         (Amount Beneficially Owned)

   (b)   15.54
         -----
         (Percent of Class)

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

         (i)         0
                ------
                (Sole Power to Vote or to Direct the Vote)

         (ii)   25,645
                ------
                (Shared Power to Vote or to Direct the Vote)

         (iii)       0
                ------
                (Sole Power to Dispose or Direct Disposition)

         (iv)   25,645
                ------
                (Shared Power to Dispose or Direct Disposition)
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                                                                           Pg. 4


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
     50 South LaSalle Street
     Chicago, IL 60675


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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                                                                           Pg. 5



   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: 07-06-99                          As its: Sr. Executive Vice President
       --------                                  ----------------------------
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                                                                           Pg. 6


                            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: Real Silk Investments Inc.
                            --------------------------

     Pursuant to the requirement of 240.13d-1(k) (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:  07-06-99                       As its: Sr. Executive Vice President
        --------                               ----------------------------

The NORTHERN TRUST COMPANY

- ----------------------------------------
By: Perry R. Pero
    -------------
As its Sr. Executive Vice President
       ----------------------------
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                                                                           Pg. 7




                          THE NORTHERN TRUST COMPANY
                          Fifty South LaSalle Street
                            Chicago, Illinois 60675



                                            July 06, 1999



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 Amendment filing for Real Silk Investments Inc..
Any inquiries may be directed to me at (312) 444-7065.

                                            Sincerely,

                                            Oscar Teran
                                            Trust Officer


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