8-K

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 21, 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 Exchange 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 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 21, 2004, Marshall & Ilsley Corporation (“M&I”) issued a press release announcing that James B. Wigdale will retire as Chairman of the Board of M&I effective December 31, 2004.  Dennis J. Kuester, M&I’s President and Chief Executive Officer, will succeed Mr. Wigdale as Chairman of the Board of M&I effective January 1, 2005.  Mr. Wigdale will remain as a member of the board of directors of M&I.

Mr. Kuester, age 62, has been Chief Executive Officer since January 2002 and President of M&I since 1987.  He has been a Director of M&I since February 1994.  He has been Chairman of the Board and Chief Executive Officer since October 2001, and was President from 1989 to October 2001 and Director since 1989 of M&I Marshall & Ilsley Bank.  He is also the Chairman of the Board of Metavante Corporation.  Mr. Kuester is also a director of Modine Manufacturing Company, Wausau-Mosinee Paper Corporation, Krueger International, Inc., Super Steel Products Corp. and Froedtert Hospital.  He is Chairman of the Milwaukee Metropolitan Association of Commerce and Chairman of the Board of Christian Stewardship Foundation.  Mr. Kuester is also the representative of the Federal Reserve Bank of Chicago to the Federal Advisory Council.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 21, 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 26, 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 21, 2004

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EX-99

Exhibit 99.1

NEWS RELEASE	Marshall & Illsley Corporation 770 North Water Street/Milwaukee, Wisconsin 53202
For release:	Immediately
For further information:	Mark Furlong, president, M&I Marshall & Ilsley Bank (414) 765-8052

JAMES B. WIGDALE TO RETIRE AS CHAIRMAN OF THE BOARD OF

MARSHALL & ILSLEY CORPORATION EFFECTIVE DECEMBER 31, 2004

CEO Dennis J. Kuester to Succeed Wigdale as Chairman

Milwaukee – October 21, 2004 - Marshall & Ilsley Corporation (M&I) announced today James B. Wigdale will retire as chairman of the board of Marshall & Ilsley Corporation effective December 31, 2004.  M&I’s president and CEO Dennis J. Kuester will succeed Wigdale as chairman of the board effective January 1, 2005.  Wigdale will remain as a member of the board of directors of Marshall & Ilsley Corporation.

“I have had the honor to work with Jim for over 28 years,” said Kuester.  “His contributions throughout his 42-year career at M&I have been integral to M&I’s success.  His knowledge of the banking industry and generous commitment to serving the community have been inspirational to those with whom he worked.”

Wigdale joined Marshall & Ilsley Corporation in 1962.  He became president of M&I Marshall & Ilsley Bank in 1981, chief executive officer of M&I Marshall & Ilsley Bank in 1987, chairman of the board of M&I Marshall & Ilsley Bank in 1989, and chairman of the board and chief executive officer of Marshall & Ilsley Corporation in 1992.  Dennis Kuester assumed the role of chief executive officer of the Corporation in 2002.

During Wigdale’s tenure as chairman, Marshall & Ilsley Corporation’s assets have grown from $7.5 billion in 1992 to $39.0 billion.  In his role as chairman and chief executive officer of the Corporation, Wigdale successfully oversaw the acquisitions of Wisconsin-based Valley Bancorporation (1994), Security Capital Corporation (1997), and Advantage Bancorp (1998); and Minnesota-based National City Bancorporation (2001).

Wigdale serves on the boards of directors for Mason Wells, Inc., Green Bay Packaging, Inc., and Sentry Insurance.  He has also been very active in the community, currently serving as the chairman, board of trustees of the YMCA of Metropolitan Milwaukee, Inc.  His past board involvement includes serving as president of the board of directors of Columbia Health System, Inc; chairman of the board of trustees of Medical College of Wisconsin; and chairman, board of trustees of Boys’ and Girls’ Clubs of Greater Milwaukee.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $39.0 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank has the largest banking presence in Wisconsin with 197 offices throughout the state. In addition, M&I has 32 locations throughout Arizona; 11 offices in metropolitan Minneapolis/St. Paul, Minn.; and, locations in Duluth, Minn.; Las Vegas, Nev.; and, Naples and Bonita Springs, Fla. M&I’s Southwest Bank affiliate has six offices in the St. Louis area and one office in Belleville, Ill. Metavante Corporation, Marshall & Ilsley Corporation’s wholly owned technology subsidiary, provides virtually all of the technology an organization needs to offer financial services. M&I also provides trust and investment management, equipment leasing, mortgage banking, asset-based lending, financial planning, inves tments, and insurance services from offices throughout the country and on the Internet (www.mibank.com or www.micorp.com). M&I’s customer-based approach, internal growth, and strategic acquisitions have made M&I a nationally recognized leader in the financial services industry.

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