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June 2, 1999
VIA EDGAR
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: Northern Trust Corporation
Registration Statement on Form S-3
Registration No. 333-45203
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Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended, Northern Trust Corporation (the "Corporation") hereby requests the
withdrawal of its registration statement on Form S-3 (Registration No. 333-
45203) (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") on January 28, 1998, as amended by pre-effective
amendment no. 1 thereto filed on March 18, 1998.
The Corporation initially filed the Registration Statement to register
250,000 shares of its common stock covering the exercise of transferable
nonqualified stock options granted to participants under the Corporation's
Amended 1992 Incentive Stock Plan (the "Plan"). Although the Corporation had
previously registered Plan shares on Form S-8 registration statements, Form S-8
was not available at that time for transferable stock options (other than
options transferable by the laws of descent and distribution). Following the
Corporation's filing of the Registration Statement in January 1998, the
Commission proposed amendments to Form S-8 in February 1998 expanding the scope
of Form S-8 to cover certain transferable stock options (Release No. 33-7506;
February 17, 1998). The Commission adopted these amendments to Form S-8 in
February 1999 (Release No. 33-7646; February 25, 1999). As a result of the Form
S-8 amendments, the Corporation's current Form S-8 is now deemed to cover stock
option exercises and subsequent sales by permitted transferees under the Plan.
Accordingly, the Corporation no longer has any need to proceed with the
registration of shares under the Registration Statement and, therefore, is
requesting the withdrawal of the Registration Statement.
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Securities and Exchange Commission
June 2, 1999
Page Two
Please acknowledge your consent to the Corporation's request by entering an
order for the withdrawal of the Registration Statement in the Commission's file
for the Registration Statement.
If you have any questions regarding this application for the withdrawal of
the Registration Statement, please call me at (312) 444-3716.
Very truly yours,
/s/ PETER L.ROSSITER
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Peter L. Rossiter
Executive Vice President and
General Counsel
(Agent for Service named
in the Registration Statement)
cc: Todd Schiffman
Donald A. Walker, Jr.
