September 5, 2024

Michael G. O   Grady
Chairman and Chief Executive Officer
Northern Trust Corporation
50 South La Salle Street
Chicago, IL 60603

       Re: Northern Trust Corporation
           Definitive Proxy Statement on Schedule 14A
           Filed March 6, 2024
           File No. 001-36609
Dear Michael G. O   Grady:

      We have limited our review of your most recent definitive proxy statement
to those issues
we have addressed in our comment(s).

       Please respond to this letter by providing the requested information
and/or confirming that
you will revise your future proxy disclosures in accordance with the topics
discussed below. If
you do not believe a comment applies to your facts and circumstances, please
tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 66

1.     It appears that you intend for the narrative in the second and third
bullet points on page 68
       to satisfy the relationship disclosures required by Items 402(v)(5)(ii)
and (iii) of
       Regulation S-K. In those bullets, you disclose percentage changes in
both net income and
       your Company-Selected Measure, adjusted ROE, and compensation actually
paid,
       comparing 2020 to 2023. Please tell us how you have addressed the
requirement of Items
       402(v)(5)(ii) and (iii) of Regulation S-K to use the information in the
pay versus
       performance table as the basis for your relationship disclosure. The pay
versus
       performance table includes specific numerical data for each fiscal year
of disclosure,
       while your relationship disclosure addresses only two points in time for
net income, your
       Company-Selected Measure and compensation actually paid. The disclosure
does not
       address the relationships over the entire time horizon of the disclosure
because there are
       fluctuations in both the compensation actually paid and both performance
measures.
 September 5, 2024
Page 2

       While trend disclosure could provide meaningful information about the
relationship
       between performance metrics and executive pay over the time horizon of
the disclosure, it
       should address changes from year to year that do not follow that trend.
Please revise
       future filings to ensure that your disclosure pursuant to Item 402(v)(5)
of Regulation S-K
       addresses the specified relationships for the entire time horizon of the
disclosure.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at
202-551-3412
with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Disclosure Review
Program