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):  April 1, 2006

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.

Malcolm M. Aslin, formerly the Chief Executive Officer of Gold Banc Corporation, Inc. (“Gold Banc”), joined the Board of Directors of Marshall & Ilsley Corporation (the “Company”) on April 1, 2006, effective upon the closing of the Company’s acquisition Gold Banc.  Mr. Aslin’s appointment to the Board was made in accordance with the terms of the agreement and plan of merger relating to the transaction.  As previously disclosed, on March 14, 2006, Mr. Aslin entered into a letter agreement (the “Letter Agreement”) with the Company and a Consulting Agreement (the “Consulting Agreement”) with M&I Marshall & Ilsley Bank, both of which were contingent upon the completion of the Company’s acquisition of Gold Banc.  The Letter Agreement and the Consulting Agreement were described in and attached as exhibits to the Company’s Current Report on Form 8-K filed o n March 17, 2006, which description is incorporated herein by reference.

In addition, effective April 3, 2006, Mark F. Furlong, the President of Marshall & Ilsley Corporation (the “Company”), was appointed as acting Chief Financial Officer of the Company.  Mr. Furlong, who served as Chief Financial Officer of the Company from April 2001 to October 2004, will serve in the position until such time as the Company appoints a replacement for John M. Presley, who resigned from his position as Senior Vice President and Chief Financial Officer of the Company effective March 24, 2006.  The biographical and related information regarding Mr. Furlong required by this Item may be found in under the headings “Election of Directors,” “Retirement Plans” and “Change of Control Agreements” in the Company’s Proxy Statement for the 2006 Annual Meeting of Shareholders, which was filed on Schedule 14A on March 16, 2006, and such information is incorporated herein by refe rence.

Item 8.01.

Other Events.

On April 1, 2006, the Company issued press releases announcing completion of its acquisitions of Gold Banc and Trustcorp Financial, Inc.  Copies of the press releases relating to such mergers are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release regarding the Company’s Acquisition of Gold Banc Corporation, Inc, dated April 1, 2006
99.1	Press Release regarding the Company’s Acquisition of Trustcorp Financial, Inc., dated April 1, 2006

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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:  April 3, 2006	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 regarding the Company’s Acquisition of Gold Banc Corporation, Inc, dated April 1, 2006
99.1	Press Release regarding the Company’s Acquisition of Trustcorp Financial, Inc., dated April 1, 2006

EX-99.1

Exhibit 99.1

Marshall & Ilsley Corporation 770 North Water Street Milwaukee, WI 53202 414 765-7700 Main 414 298-2921 Fax www.mibank.com

For Release:	Immediately
Contact:	Mark Furlong, President  414 765-8052

MARSHALL & ILSLEY CORPORATION COMPLETES ACQUISITION OF

 GOLD BANC CORPORATION, INC.

Milwaukee, Wis.– April 1, 2006 – Marshall & Ilsley Corporation (NYSE: MI) (M&I) announced today the completion of its acquisition of Gold Banc Corporation, Inc. (NASDAQ: GLDB). Gold Banc, with $4.2 billion in assets as of December 31, 2005, is the holding company for Gold Bank, which provides commercial banking services in Florida, Kansas, Missouri, and Oklahoma through 32 bank locations.

Gold Banc shareholders will receive 0.3576 of a share of M&I common stock and $2.78 in cash for each share of Gold Banc common stock they own. M&I will not issue any fractional shares. Instead, Gold Banc stockholders will receive cash in lieu of any fractional share of M&I common stock based on a value for each M&I share of $43.96.

In accordance with the terms of the merger agreement, Malcolm M. (“Mick”) Aslin, chief executive officer of Gold Banc, joins the Marshall & Ilsley Corporation Board of Directors effective today.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $46.2 billion in assets as of December 31, 2005. Founded in 1847, M&I Marshall & Ilsley Bank is the largest Wisconsin-based bank. M&I Bank has 196 offices throughout the state, in addition to 42 locations throughout Arizona; 14 offices in metropolitan Minneapolis/St. Paul, Minn.; and locations in Duluth, Minn.; Las Vegas, Nev.; and,

Marco Island, Naples, and Bonita Springs, Fla. M&I’s Southwest Bank affiliate has seven 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, investments, 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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EX-99.2

Exhibit 99.2

Marshall & Ilsley Corporation 770 North Water Street Milwaukee, WI 53202 414 765-7700 Main 414 298-2921 Fax www.mibank.com

For Release:	Immediately
Contact:	Mark Furlong, President, Marshall & Ilsley Corporation 414 765-8052 Andrew Baur, President, Southwest Bank of St. Louis 314 543-3429

MARSHALL & ILSLEY CORPORATION COMPLETES ACQUISITION OF

TRUSTCORP FINANCIAL, INC.

Milwaukee, Wis.– April 1, 2006 – Marshall & Ilsley Corporation (NYSE: MI) (M&I) announced today the completion of its acquisition of Trustcorp Financial, Inc.  Trustcorp, with $747.7 million in assets as of December 31, 2005, is the holding company for Missouri State Bank and Trust Company, which provides commercial banking services in Missouri through seven bank locations.

Trustcorp shareholders will receive 0.7011 of a share of M&I common stock and $7.70 in cash for each share of Trustcorp common stock they own.  M&I will not issue any fractional shares in the merger. Instead, Trustcorp stockholders will receive cash in lieu of any fractional share of M&I common stock based on a value for each M&I share of $43.93.

James A. Saitz, chairman and chief executive officer of Trustcorp Financial, will join the Southwest Bank of St. Louis Board of Directors in April. Southwest Bank is a subsidiary of M&I.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $46.2 billion in assets as of December 31, 2005. Founded in 1847, M&I Marshall & Ilsley Bank is the largest Wisconsin-based bank. M&I Bank

has 196 offices throughout the state, in addition to 42 locations throughout Arizona; 14 offices in metropolitan Minneapolis/St. Paul, Minn.; and locations in Duluth, Minn.; Las Vegas, Nev.; and, Marco Island, Naples, and Bonita Springs, Fla. M&I’s Southwest Bank affiliate has seven 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, investments, 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 servic es industry.

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