EXHIBIT 23.2


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

   As independent public accountants, we hereby consent to the
   incorporation by reference in this registration statement of our
   report dated January 14, 2002, included in Northern Trust
   Corporation's Form 10-K for the year ended December 31, 2001 and to
   all references to our Firm included in this registration statement.



   /s/ Arthur Andersen LLP

   Chicago, Illinois
   April 16, 2002