SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          Schedule 13G
            Under the Securities Exchange Act of 1934
                        (Amendment No. 3)
                     _______________________


                     Talley Industries, Inc.
                      ____________________

                        (Name of Issuer)


                          Common Stock
                      ____________________

                 (Title of Class of Securities)

                            874687106
                          ____________

                         (CUSIP Number)

Check the following box if a fee is being paid with this statement
[  ].  (A fee is not required only if the filing person:  (1) has
a previous statement on file reporting beneficial ownership of
more than five percent (5%) of the class of securities described
in Item 1; and  (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent (5%) or less of
such class.)  (See Rule 13d-7.)

*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 (however, see the Notes).


                        Page 1 of 5 Pages


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

CUSIP No. 874687106

1)	Name of Reporting Person
	S.S. or I.R.S. Identification No. of Reporting Person:

	MARSHALL & ILSLEY CORPORATION, I.D. No. 39-0452805


2)	Check the Appropriate Box if a Member of a Group (See
     Instructions):
	(a)	[  ]
	(b)	[  ]


3)	SEC Use Only


4)	Citizenship or Place of Organization:

                         					Wisconsin


Number of Shares	     5)	Sole Voting Power:			0.00
Beneficially Owned	   ______________________________________________
by Each Reporting
Person With:	        	6)	Shared Voting Power:	1,347,430.14*
	                  			______________________________________________

                  				7)	Sole Dispositive Power:	1,347,430.14**
                   			______________________________________________

                  				8)	Shared Dispositive Power:	0.00


9)	Aggregate Amount Beneficially Owned by Each Reporting Person:
                          1,347,430.14


10)	Check if the Aggregate Amount in Row (9) Excludes Certain
     Shares (See Instructions):
                               N/A


11)	Percent of Class Represented by Amount in Row 9:
                             11.17%


12)	Type of Reporting Person (See Instructions):

                               HC

  *	Plan participants have pass-through voting rights for this
     stock.  However, the M&I Marshall & Ilsley Trust Company of
     Arizona exercises the voting rights where the participants
     fail to do so.

 **	The shares reported consist of 824,224 shares of common
     stock and 399,394 shares of Preferred Series B Convertible
     stock (CUSIP #874687304) which can be converted at a ratio
     of 1.31 into 523,206.14 shares of common stock.


                           Page 2 of 5


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

INSTRUCTIONS:

A.	Statements containing the information required by this
Schedule shall be filed not later than February 14 following the
calendar year covered by the statement or within the time
specified in Rule 13-d(b) (2), if applicable.

B.	Information contained in a form which is required to be
filed by rules under Section 13(f) (15 USC 78m(f)) for the same
calendar year as that covered by a statement on this Schedule
may be incorporated by reference in response to any of the items
of this schedule.  If such information is incorporated by
reference in this Schedule, copies of the relevant pages of such
form shall be filed as an exhibit to this Schedule.

C.	The item numbers and captions of the items shall be
included but the text of the items is to be omitted.  The
answers to the items shall be so prepared as to indicate clearly
the coverage of the items without referring to the text of the
items.  Answer every item.  If an item is inapplicable or the
answer is in the negative, so state.

Item 1(a).	Name of Issuer:

                     Talley Industries, Inc.

Item 1(b).	Address of Issuer's Principal Executive Offices:

            2702 North 44th Street, Phoenix AZ 85008

Item 2(a).	Name of Person Filing:
		
                  Marshall & Ilsley Corporation

Item 2(b).	Address or Principal Business Office or, if none,
               Residence:

          770 North Water Street, Milwaukee, Wisconsin

Item 2(c).	Citizenship:

                      Wisconsin Corporation

Item 2(d).	Title of Class of Securities:

                          Common Stock

Item 2(e).	CUSIP Number:

                            874687106


                        Page 3 of 5 Pages


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

Item 3.		If this statement is filed pursuant to rules 13d-
               1 (b) (1), or 13d-2 (b), check whether the person
               filing is a:
	(a)	[  ]	Broker or dealer registered under Section 15 of
               the Act
	(b)	[  ]	Bank as defined in Section 3 (a) (6) of the Act
	(c)	[  ]	Insurance Company as defined in Section 3 (a)
               (19) of the Act
	(d)	[  ]	Investment Company registered under Section 8 of
               the Investment Company Act
	(e)	[  ]	Investment Adviser registered under Section 203
               of the Investment Advisers Act of 1940
	(f)	[  ]	Employee Benefit Plan, Pension fund which is
               subject to the provisions of the Employee
               Retirement Income Security Act of 1974 or
               Endowment fund:  see Sec. 240.13d-1(b) (1) (ii)
               (F)
	(g)	[XX]	Parent Holding Company, in accordance with Sec.
               240.13d-1 (b)(1)(ii)(G) (Note:  See Item 7)
	(h)	[  ]	Group, in accordance with Sec. 240.13d-1 (b) (1)
               (h) (H)

Item 4.		Ownership.

	(a)	Amount Beneficially Owned:
                          1,347,430.14

	(b)	Percent of Class:
                             11.17%

	(c)	Number of shares as to which such person has:

		  (i)	Sole power to vote or to direct the vote
                              0.00

		 (ii)	Shared power to vote or to direct the vote
                          1,347,430.14

		(iii)	Sole power to dispose or to direct the
                    disposition of
                     					1,347,430.14

		 (iv)	Shared power to dispose or to direct the
                    disposition of
                              0.00


Item 5.		Ownership of Five Percent or Less of a Class.

                         Not Applicable


Item 6.	Ownership of More than Five Percent on Behalf of Another
          Person.

		The following person is believed to have the right to
          receive or the power to direct the receipt of dividends
          from, or the proceeds from the sale of the securities:

        		Talley Savings Plus Plan - 401(k)

Item 7.	Identification and Classification of the Subsidiary which
          Acquired the Security Being Reported on by the Parent
          Holding Company.
		
        		The parent holding company has filed this schedule
          pursuant to Rule 13d-1(b)(1)(ii)(g) and each relevant
          subsidiary hereby consents to the filing of this
          statement on its behalf by the parent company:


                        Page 4 of 5 Pages


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


         M&I Marshall & Ilsley Trust Company of Arizona
                    an Arizona trust company
               Tax Identification No.  86-0320597



Item 8.		Identification and Classification of Members of
               the Group.

                         Not applicable


Item 9.		Notice of Dissolution of Group.

                         Not applicable


Item 10.	Certification.

The following certification shall be included if the statement
is filed pursuant to Rule 13d-1 (b):

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

	          	February 10, 1995	
Date:		
________________________________________________________________
 
            /s/ Patricia R. Justiliano
Signature:	
________________________________________________________________
		
	          	Patricia R. Justiliano, Senior Vice President &
            Corporate Controller
Name/Title:	
________________________________________________________________


                           Page 5 of 5

(13G-talley com)