SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

TOTH TERENCE J

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/20/2004

3. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & President NTGI

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,918	I	By Trust
Common Stock⁽¹⁾	24,500	D
Common Stock	4,309⁽²⁾	I	ESOP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right-to-buy)⁽³⁾	09/17/1998	09/17/2006	Common Stock	16,000	$16.75	D
Employee Stock Option (right-to-buy)⁽³⁾	09/16/1999	09/16/2007	Common Stock	14,000	$28.3125	D
Employee Stock Option (right-to-buy)⁽³⁾	09/15/2000	09/15/2008	Common Stock	16,000	$34.5938	D
Employee Stock Option (right-to-buy)⁽³⁾	05/13/2001	05/13/2009	Common Stock	24,000	$45.1563	D
Employee Stock Option (right-to-buy)⁽³⁾	05/15/2002	05/15/2010	Common Stock	25,000	$70.2813	D
Employee Stock Option (right-to-buy)⁽³⁾	⁽⁴⁾	05/21/2011	Common Stock	22,000	$68.105	D
Employee Stock Option (right-to-buy)⁽³⁾	08/19/2002	02/19/2012	Common Stock	5,480	$53.655	D
Employee Stock Option (right-to-buy)⁽³⁾	⁽⁴⁾	05/20/2012	Common Stock	20,000	$52.3	D
Employee Stock Option (right-to-buy)⁽³⁾	⁽⁴⁾	02/18/2013	Common Stock	25,000	$32.615	D
Employee Stock Option (right-to-buy)⁽³⁾	08/18/2003	02/18/2013	Common Stock	6,899	$32.615	D

Explanation of Responses:

1. Represents stock units payable automatically in common stock on a 1-for-1 basis.

2. as of 9/30/2003

3. with tandem tax withholding right

4. Various

	Eileen C. Ratzka as POA for Terence J. Toth	01/26/2004
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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