FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SMITH HAROLD B   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) (Last) (First) (Middle) 50 S. LA SALLE ST. 3. Date of Earliest Transaction (Month/Day/Year) 07/18/2008 (Street) CHICAGO, IL 60603 4. If Amendment, Date 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 (City) (State) (Zip) 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 07/18/2008   S   20,000 D $ 77.3489 (1) 109,571 (2) I By Trust (3) Common Stock (4)               1,712.53 (2) D   Common Stock               5,760 I By Trust (5) Common Stock               1,362,880 (6) I By Trust (5) Common Stock               1,440 I By Trust (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SMITH HAROLD B 50 S. LA SALLE ST. CHICAGO, IL 60603	X

Signatures

Paul A. Bernacki Attorney-in-Fact for Harold B. Smith		07/22/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price in Column 4 is a weighted average price. The prices actually received ranged from $76.98 to $77.97. Upon request, the reporting person will provide to the SEC staff, the issuer, or any security holder of the issuer, full information regarding the number of shares sold at each separate price within this range.
(2)	On April 15, 2008, 1,244 previously reported stock units vested as shares of common stock. The total on Table I Column 5 Lines 1 and 2 reflect the vesting of these units and the deposit of these shares to the reporting person's revocable trust.
(3)	Shares held in a revocable trust created by the reporting person.
(4)	Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
(5)	Shares held in a trust of which the reporting person is a co-trustee and has a contingent beneficial interest.
(6)	Represents the transfer of shares from a trust of which the reporting person has a contingent beneficial ownership to another trust of which the reporting person has a contingent beneficial ownership. The two trusts were previously reported as separate line items.
(7)	Shares held in a trust of which the reporting person is a co-trustee and has a direct beneficial interest.

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