SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ellis Thomas Robert

(Last)

(First)

(Middle)

770 NORTH WATER STREET

(Street)

MILWAUKEE

53202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/19/2004

3. Issuer Name and Ticker or Trading Symbol
MARSHALL & ILSLEY CORP/WI/ [ MI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	30,538	D
Common Stock	10,580.8431	I	By Deferred Compensation

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	06/30/2001⁽¹⁾	06/30/2010	Common Stock	24,000	$20.7578	D
Stock Option	12/10/1999⁽²⁾	12/10/2008	Common Stock	8,000	$25.9062	D
Stock Option	12/11/1998⁽²⁾	12/11/2007	Common Stock	7,000	$28.5	D
Stock Option	10/25/2003⁽³⁾	10/25/2012	Common Stock	25,000	$28.55	D
Stock Option	12/16/2000⁽⁴⁾	12/16/2009	Common Stock	18,000	$30.75	D
Stock Option	12/20/2002⁽⁵⁾	12/20/2011	Common Stock	21,000	$31.95	D
Stock Option	10/27/2004⁽⁶⁾	10/27/2013	Common Stock	18,750	$34.79	D

Explanation of Responses:

1. The option vests in three equal anual installments beginning June 30, 2001.

2. The option vests 50% one year after date of grant, and 25% every year thereafter.

3. The option vests in three equal annual installments beginning on October 25, 2003.

4. The option vests in three equal annual installments beginning on December 16, 2000.

5. The option vests in three equal annual installments beginning on December 20, 2002.

6. The option vests in three equal annual installments beginning on October 27, 2004.

	Fred M. Hannah	08/24/2004
	** Signature of Reporting Person	Date
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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.