SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MCCORMACK ROBERT C (Last) (First) (Middle) 50 S. LA SALLE ST. (Street) CHICAGO IL 60675 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NORTHERN TRUST CORP [ NTRS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/27/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/27/2004		G	V	38,187(1)	D	$0	1,991,438(2)	I	Gen Partnership(4)
Common Stock								1,963,770(3)	I	Gen Partnership(4)
Common Stock								61,139(2)	I	CLAT
Common Stock								257,918(2)	I	GRAT
Common Stock								33,351(2)	I	By Spouse
Common Stock								1,494(2)	I	McCormack LLC
Common Stock								68,888(3)	I	McCormack NorAff
Common Stock								99,182(2)	I	RCM 1967 Trust
Common Stock								1,076,400	I	By Trust(5)
Common Stock								1,770,552	I	By Trust(6)
Common Stock								1,622,952	I	By Trust(7)
Common Stock								117,000	I	By Trust(8)
Common Stock(9)								4,800	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were distributed from the Partnership to Mr. McCormack's three adult children. These shares were previously reported as shares indirectly owned by Mr. McCormack through the Partnership.

2. Total shares reflect a distribution of shares on 7/27/2004 from McCormack Northern Partners LP to all but one of its limited partners. Mr. McCormack is deemed to be beneficial owner of the shares held by each of these limited partners (other than his three adult children.)

3. Total shares reflect a distribution of shares from McCormack Northern Partners LP to one of its limited partners on 7/30/2004. Mr. McCormack is deemed to be a beneficial owner of the shares held by this limited partner.

4. McCormack Northern Partners LP is a family limited partnership of which the reporting person is the General Partner. The reporting person disclaims beneficial ownership of the shares held by McCormack Northern Partners LP except to the extent of his pecuniary interest therein.

5. These shares are held in a trust for the benefit of the reporting person's sons. The reporting person is a co-trustee of the trust.

6. These shares are held in a trust of which the reporting person is a co-trustee & beneficiary. The reporting person's sons have a remainder interest in the trust.

7. These shares are held in a trust for the benefit of the reporting person's brother. The reporting person is a co-trustee of the trust

8. These shares are held in a trust for the benefit of the reporting person's sister-in-law. The reporting person is a co-trustee of the trust.

9. Represents stock units payable automatically in shares of common stock on a one-for-one basis in accordance with a vesting schedule.

	Eileen C. Ratzka POA for Robert C. McCormack	08/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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