4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response...0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
(Print or Type Responses)

1. Name and Address of Reporting Person* Renard      Paul           J.

2. Issuer Name and Ticker or Trading Symbol Marshall & Ilsley Corporation (MI)

6. Relationship of Reporting Person(s) to Issuer                   (Check all applicable)

Director

10% Owner

X

Officer (give title below)

Other (specify below)

Senior Vice President

(Last)        (First)       (Middle) 770 North Water Street

3. I.R.S. Identification     Number of     Reporting Person,     if an entity     (voluntary)

4. Statement for     Month/Day/Year 10-29-2002

7. Individual or Joint/Group Filing (Check Applicable Line)

5. If Amendment, Date of     Original (Month/Day/Year)

X

Form filed by One Reporting Person

(Street) Milwaukee WI 53202

Form filed by More than One Reporting Person

(City)          (State)      (Zip)

Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security     (Instr. 3)

2. Transaction     Date (Month/Day/Year)

2A. Deemed       Execution Date,       if any (Month/Day/Year)

3. Transaction     Code     (Instr.8)

4. Securities Acquired (A)     or Disposed of (D)     (Instr. 3, 4 and 5)

5. Amount of Securities     Beneficially Owned     Following Reported     Transaction(s)       (Instr. 3 and 4)

6.Ownership     Form: Direct     (D) or     Indirect (I)     (Instr. 4)

7.Nature of     Indirect     Beneficial     Ownership     (Instr. 4)

Code

V

Amount

(A) or  (D)

Price

Common Stock

12,3961

D

FORM 4 (continued)

Table II ` Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of     Derivative     Security     (Instr. 3)

2. Conversion     or Exercise     Price of     Derivative     Security

3. Transaction     Date (Month/Day/Year)

3A. Deemed       Execution       Date, if any (Month/Day/Year)

4. Transaction     Code     (Instr.8)

5. Number of     Derivative     Securities     Acquired     (A) or     Disposed     of (D)     (Instr. 3, 4     and 5)

6. Date Exercisable     and Expiration Date     (Month/Day/Year)

7. Title and     Amount of     Underlying     Securities     (Instr. 3 and 4)

8. Price of     Derivative     Security     (Instr. 5)

9. Number of     Derivative     Securities     Beneficially     Owned     Following     Reported     Transaction     (s)     (Instr. 4)

10. Ownership       Form of       Derivative       Securities:       Direct (D)       or Indirect       (I)       (Instr. 4)

11. Nature of       Indirect       Beneficial       Ownership       (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$28.55

10-25-2002

A

25,000

2

10-25-2012

Common Stock

25,000

$28.55

25,000

D

Explanation of Responses:

 1 The share balances give effect to a 2-for-1 stock split in the form of a stock dividend paid on June14, 2002

 2 The option vests in three equal annual installments beginning on 10-25-2003.

		**Signature of Reporting Person	Date
By: Ryan E. Daniels, Attorney-in-fact Renard, Paul J. 770 North Water Street Milwaukee WI 53202 Marshall & Ilsley Corporation (MI) 10/29/2002
Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
	See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

EX-24

POWER OF ATTORNEY

For Executing Forms 3, 4 and 5 and 144

Know all by these present, that the undersigned constitutes and appoints each of Randall Erickson, Ryan Daniels, Gina McBride, Lisa Burmeister and Frederick Hannah, signing singly, his true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned Forms 3,4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) execute for and on behalf of the undersigned notices on Form 144 in accordance with Rule 144 under the Securities Act of I 933;

(3) do and perform any and all acts for and on behalf of the undersigned which maybe necessary or desirable to complete the execution of any such Forms 3,4 or 5 or Form 144 and the timely filing of such forms with the United States Securities and Exchange Commission and any other authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and the rules thereunder or Rule 144 under the Securities Act of 1933. This Power of Attorney shall be a durable power of attorney and shall not he affected by subsequent disability or incapacity of the undersigned.

IN’ WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15 day of August, 2002.

/s/ Paul J. Renard

Paul J. Renard