NORTHERN TRUST CORP
SC 13G/A, 1999-03-11
STATE COMMERCIAL BANKS
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<PAGE>

                                                                           Pg. 1

                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  20549

                                  SCHEDULE 13G
                                        

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 21)



                           Northern Trust Corporation
                           --------------------------
                                (Name of Issuer)


                          Common Stock, $1.66 2/3 Par
                          ---------------------------
                         (Title of Class of Securities)


                                  665859 10 4
                                  -----------
                                 (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.)
<PAGE>
 
=============================================================================== 
 -----------------------                                     -----------------
 CUSIP No.   665859 10 4              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
                  The Northern Trust Company of Connecticut  06-6275604
                                                                                
                                                                               
                          
- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 2            Not Applicable                                    (a) [_]
                                                                (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            4,010,254
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6       
                          9,818,337
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7       
    REPORTING             2,569,959
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8       
                          9,639,484
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9                           
      14,954,782
- ------------------------------------------------------------------------------
      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           
      13.45                                                                   

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON
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)  Northern Trust Corporation
        --------------------------
        (Name of Issuer)

   (b)  50 South LaSalle St., Chicago, Ill. 60675
        -----------------------------------------
        (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, $1.66 2/3 Par
        ---------------------------
        (Title of Class of Securities)
 
   (e)  665859 10 4
        ------------
        (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)  14,954,782
        ----------
        (Amount Beneficially Owned)
 
   (b)  13.45
        -----
        (Percent of Class)

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

        (i)   4,010,254
              ---------
              (Sole Power to Vote or to Direct the Vote)
 
        (ii)  9,818,337
              ---------
              (Shared Power to Vote or to Direct the Vote)
 
        (iii) 2,569,959
              ---------
              (Sole Power to Dispose or Direct Disposition)

        (iv)  9,639,484
              ----------
              (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                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 California N.A.    Northern Trust Bank of Florida N.A.
355 South Grand Avenue, Suite 2600        700 Brickell Avenue
Los Angeles, CA  90071                    Miami, FL  33131
 
Northern Trust Bank of Texas N.A.         Northern Trust Quantitative Advisors,
2020 Ross Avenue                          Inc.
Dallas, TX  75201                         50 South LaSalle Street
                                          Chicago, IL  60675

The Northern Trust Company of Connecticut
300 Atlantic Street, Suite 400
Stamford, CT 06901

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.
<PAGE>

                                                                          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:  03-08-99                           As its:  Sr. Executive Vice President
        --------                                    ----------------------------
<PAGE>

                                                                          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:  Northern Trust Corporation
                             --------------------------
                                        
     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:  03-08-99                          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 CALIFORNIA, NA
NORTHERN TRUST BANK OF FLORIDA, NA
NORTHERN TRUST BANK OF TEXAS, NA

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


NORTHERN TRUST QUANTITATIVE ADVISORS, INC.

________________________________________
By:  John Goodwin
- -----------------
As its Managing Director
       -----------------

THE NORTHERN TRUST COMPANY OF CONNECTICUT

________________________________________
By:  Edgar W. Barksdale, Jr.
- ----------------------------
As its Chairman of the Board
       ---------------------


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