EXHIBIT NUMBER (3)(i)
                                                           To 1996 FORM 10-K
 
                          CERTIFICATE OF ELIMINATION

                         OF NORTHERN TRUST CORPORATION

          L, Peter L. Rossiter, Executive Vice President, General Counsel and 
Secretary of Northern Trust Corporation, a corporation organized and existing 
under the General Corporation Law of the State of Delaware, do hereby certify as
follows:

          FIRST: That the Board of Directors of Northern Trust Corporation (the
"Corporation"), by resolutions adopted at a meeting on February 20, 1996,
determined to eliminate all of the 6.25% Cumulative Convertible Preferred Stock,
Series E, of the Corporation, said resolutions being as follows:

          WHEREAS, the Corporation redeemed all of the outstanding
          shares of its 6.25% Cumulative Convertible Preferred Stock,
          Series E (the "Series E Preferred Stock"), on January 26,
          1996;

          NOW, THEREFORE, BE IT RESOLVED, that the Series E Preferred
          Stock be returned to the status of "authorized but not
          issued," and that the Chairman of the Board, the President
          or any Executive or Senior Executive Vice President, or any
          one of them acting alone, be, and each of them hereby is,
          authorized and directed, in the name and on behalf of the
          Corporation, to execute and cause to filed with the
          Secretary of State of Delaware, a Certificate of
          Elimination, and to execute all other instruments and
          documents and to do and cause to be done all such further
          acts and things, as may be necessary or advisable to
          eliminate the Series E Preferred Stock and that all actions
          of said officers are hereby ratified, approved and confirmed
          in all respects; and

          BE IT FURTHER RESOLVED, that none of the authorized shares
          of the Series E Preferred Stock are outstanding and none
          will be issued.

          SECOND: In accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the Restated Certificate of
Incorporation is




 
hereby amended to eliminate all reference to the Series E Preferred Stock, and 
the Series E Preferred Stock shall be returned to the status of "authorized but 
not issued."

     IN WITNESS WHEREOF, I have signed this Certificate, this 21st day of 
February, 1996.



                                          
                                             NORTHERN TRUST CORPORATION


                                          By:  /s/ Peter L. Rossiter
                                               --------------------------
                                               Peter L. Rossiter
                                               Executive Vice President, General
                                               Counsel and Secretary

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