SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

FANSTEEL INC.

---------------------------------------

(Name of Issuer)

Common Stock, $0.01 par value

------------------------------------------

(Title of Class of Securities)

307260208

---------------------------------------

(CUSIP Number)

December 31, 2006

---------------------------------------

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[ X ]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[ ]	Rule 13d-1(d)


*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

	The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13G


CUSIP No. 307260208		Page 2 of 7


1.	NAME OF REPORTING PERSON

				MARSHALL & ILSLEY CORPORATION

				I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

				39-0968604

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

				(a) [ ]
				(b) [ ]

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

				WISCONSIN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

			315,093

6.	SHARED VOTING POWER

			0

7.	SOLE DISPOSITIVE POWER

			315,093

8.	SHARED DISPOSITIVE POWER

			0

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

				315,093

SCHEDULE 13G


CUSIP No. 307260208		Page 3 of 7


10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

		Not Applicable

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

		9.2%

12.	TYPE OF REPORTING PERSON

		HC

SCHEDULE 13G


CUSIP No. 307260208		Page 4 of 7


ITEM 1	(a)	NAME OF ISSUER

	FANSTEEL INC.

	(b)	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

	570 LAKE COOK ROAD, SUITE 200, DEERFIELD, IL 60015

ITEM 2	(a)	NAME OF PERSON FILING

	MARSHALL & ILSLEY CORPORATION

	(b)	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

	770 NORTH WATER STREET, MILWAUKEE, WISCONSIN 53202

	(c)	CITIZENSHIP

	WISCONSIN CORPORATION

	(d)	TITLE OF CLASS OF SECURITIES

	COMMON STOCK

	(e)	CUSIP NUMBER

	307260208

ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:

	(a)		[ ]	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)		[ ]	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)		[ ]	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)		[ ]	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)		[ ]	An investment adviser in accordance with Section 13d-1(b)(1)(ii)(E);
	(f)		[ ]	An employee benefit plan or endowment fund in accordance with Section 13d-1(b)(1)(ii)(F);

SCHEDULE 13G


CUSIP No. 307260208		Page 5 of 7


ITEM 3. Continued	(g)	[X]		A parent holding company or control person in accordance with Section 13d-1(b)(1)(ii)(G);
	(h)	[ ]		A savings association defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ ]		Group, in accordance with Section 13d-1(b)(1)(ii)(J).

ITEM 4.	OWNERSHIP

	(a)	Amount Beneficially Owned			315,093

	(b)	Percent of Class			9.2%

	(c)	Number of Shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:		315,093

		(ii)	Shared power to vote or to direct the vote:		0

		(iii)	Sole power to dispose or to direct the disposition of:		315,093

		(iv)	Shared power to dispose or to direct the disposition of:		0

ITEM 5	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]

ITEM 6	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

	Not Applicable

SCHEDULE 13G


CUSIP No. 307260208		Page 6 of 7


ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

	See Exhibit 1

ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

	Not Applicable

ITEM 9.	NOTICE OF DISSOLUTION OF GROUP

	Not Applicable

ITEM 10.	CERTIFICATION

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of the 12th day of February, 2007.

/s/ Randall J. Erickson

Randall J. Erickson

Senior Vice President, General Counsel and Secretary

SCHEDULE 13G


CUSIP No. 307260208		Page 7 of 7

Exhibit 1

ITEM 7 INFORMATION

Marshall & Ilsley Corporation is the parent holding company of M&I Marshall & Ilsley Bank, a bank as defined in Section 3(a)(6) of the Act.