8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2008

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-5965	36-2723087
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
50 South LaSalle Street, Chicago, Illinois		60603
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 630-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On September 22, 2008, Northern Trust Corporation issued a press release outlining the exposure of the corporation and its clients to Lehman Brothers Holdings, Inc. A copy of this press release is furnished as Exhibit 99.1 to this Form 8-K, which is incorporated by reference into this Item 7.01.

The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated September 22, 2008

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NORTHERN TRUST CORPORATION                     (Registrant)
Date: September 22, 2008	By:	/s/ Steven L. Fradkin
		Steven L. Fradkin
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release dated September 22, 2008

EX-99.1

Exhibit 99.1

      News Release

Media Contact:	Investor Relations Contact:
John O’Connell, Vice President	Beverly Fleming, Senior Vice President
(312) 444-2388	(312) 444-7811

Northern Trust Corporation Clarifies Holdings of Lehman Brothers Securities

CHICAGO, September 22, 2008 – Northern Trust Corporation today outlined the exposure of the corporation and its clients to Lehman Brothers Holdings, Inc. (“Lehman”).

“Given current market volatility, we are taking this opportunity to inform clients and shareholders of the holdings of funds managed by Northern Trust in securities issued by Lehman Brothers,” said Frederick H. Waddell, President and Chief Executive Officer. “A very limited subset of commingled funds managed by Northern Trust on behalf of clients, almost exclusively institutional in nature, has exposure to Lehman. These investments in Lehman securities represent one tenth of 1 percent of total assets under management.”

Northern Trust reaffirmed that the corporation has no outstanding loans to Lehman, and that Northern Trust does not hold any Lehman securities in its balance sheet investment portfolio.

Northern Trust’s money market mutual funds, known as “2a-7” funds, used primarily by individual and institutional investors, also have no exposure to Lehman. The funds continue to invest in high quality, short duration securities, and fund shareholders continue to have full access to their investments.

Regarding exposure to Lehman equity securities, client funds managed by Northern Trust held approximately 7 million shares of common stock at the time of its bankruptcy filing. These funds were managed primarily under investment mandates designed to replicate indices that included Lehman as a component. Subsequent to Lehman’s bankruptcy and removal from these indices, this position has been reduced to less than 300,000 shares. In total, Northern Trust manages $236 billion in index funds.

Commingled fixed income funds, managed almost exclusively on behalf of institutional clients, hold approximately $821 million in Lehman short- and long-term fixed income securities. These represent less than two-tenths of 1 percent of total short- and long-term fixed income investments managed by Northern Trust on behalf of clients.

“We continue to work closely with our clients to explore options to help them navigate today’s challenging markets,” Waddell said.

About Northern Trust

Northern Trust Corporation (Nasdaq: NTRS) is a leading provider of investment management, asset and fund administration, fiduciary and banking solutions for corporations, institutions and affluent individuals worldwide. Northern Trust, a multibank holding company based in Chicago, has a growing network of 85 offices in 18 U.S. states and has international offices in 15 locations in North America, Europe, the Middle East and the Asia-Pacific region. As of June 30, 2008, Northern Trust had assets under custody of US$4.0 trillion, and assets under investment management of US$751.4 billion. Northern Trust, founded in 1889, has earned distinction as an industry leader in combining exceptional service and expertise with innovative products and technology. For more information, visit http://www.northerntrust.com.

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