UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 8-K


CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  October 13, 2004



MARSHALL & ILSLEY CORPORATION

(Exact name of registrant as specified in its charter)



           Wisconsin              

    1-15403    

      39-0968604      

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


770 North Water Street
            Milwaukee, Wisconsin             

 


   53202   

(Address of principal executive offices)

 

(Zip Code)

   


Registrant’s telephone number, including area code:  (414) 765-7801


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

¨

Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

  

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 2.02.  Results of Operations and Financial Condition.

On October 13, 2004, Marshall & Ilsley Corporation (“M&I”) issued a press release (the “Press Release”) announcing its results of operations for the quarter ended September 30, 2004.  A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01.  Regulation FD Disclosure.

M&I also announced in the Press Release that John M. Presley will join the company as Senior Vice President and Chief Financial Officer on October 18, 2004.  Mr. Presley’s appointment was announced on August 26, 2004.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.

Description

  

99.1

Press Release dated October 13, 2004





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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  October 13, 2004

MARSHALL & ILSLEY CORPORATION

  
  
 

By:  /s/ Randall J. Erickson                                 

 

Randall J. Erickson

Senior Vice President, General Counsel and Secretary











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EXHIBIT INDEX



Exhibit No.

Description

  

99.1

Press Release dated October 13, 2004












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