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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                               _________________

                                   FORM 11-K

[Mark One]
[X]  ANNUAL REPORT Pursuant to Section 15(d) 1934 For the fiscal year ended 
     December 31, 1996.

                                       OR

[_]  TRANSITION REPORT Pursuant to Section 15(d) of the Securities Exchange Act
     of 1934 For the Transition Period from __________ to __________ Commission
     File Number 0-5965.

A.   Full Title of Plan:

THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN

B.   Name of Issuer of securities held pursuant to the plan and the address of
     its principal executive office:

                           Northern Trust Corporation
                            50 South LaSalle Street
                            Chicago, Illinois 60675


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Financial Statements and Exhibits

The following financial statements and schedules are filed as part of this
annual report:

1996 Form 5500 for TIP and such financial statements and schedules as form a
part thereof.

Those financial statements and schedules are incorporated by reference in the
Form S-8 Registration Statement under the Securities Act of 1933, The Northern
Trust Company Thrift-Incentive Plan, Registration No.333-00809.

All other documents relating to TIP have previously been filed with the
Securities and Exchange Commission in Washington, D.C. with Form S-8
Registration Statement, The Northern Trust Company Thrift-Incentive Plan,
Registration No.333-00809.

                                   Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefit Administrative Committee which is the plan administrator for
TIP has caused this annual report to be signed by the undersigned thereunder
duly authorized.

                              THE NORTHERN TRUST COMPANY
                                   THRIFT-INCENTIVE PLAN

                                    /S/ William N. Setterstrom

Date: June 27, 1997                 By WILLIAM N. SETTERSTROM
                                         Chairman, Employee Benefit
                                         Administrative Committee

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                    Report of Independent Public Accountants

To The Northern Trust Company Employee Benefit Administrative Committee:

We have audited the financial statements of THE NORTHERN TRUST COMPANY THRIFT-
INCENTIVE PLAN in order to form an opinion on the financial statements and
schedules included in the Form 5500 for The Northern Trust Company Thrift-
Incentive Plan for the 1996 Plan year.  These financial statements and schedules
are the responsibility of the Plan's management.  Our responsibility is to
express an opinion on these financial statements and schedules based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and schedules are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements and
schedules.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement and schedule presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements and schedules included in the Form 5500
for The Northern Trust Company Thrift-Incentive Plan for the 1996 Plan year are
presented fairly in conformity with generally accepted accounting principles.


                                         /S/ Hill, Taylor LLC

                                         HILL, TAYLOR LLC

Chicago, Illinois
April 7, 1997

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                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report dated April 7, 1997 into this Form 11-K and to incorporation by
reference of such report in Form S-8, No.333-00809, previously filed by Northern
Trust Corporation.


                                         /S/ Hill, Taylor LLC

                                         HILL, TAYLOR LLC

Chicago, Illinois
June 27, 1997

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