8-K

          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):
                   November 1, 2000




             MARSHALL & ILSLEY CORPORATION
(Exact name of registrant as specified in its charter)




      Wisconsin            1-15403           39-0968604
- --------------------     -----------     -------------------
  (State or other        (Commission       (IRS Employer
    jurisdiction         File Number)    Identification No.)
  of incorporation)

        770 North Water Street
         Milwaukee, Wisconsin                      53202
- ----------------------------------------         ----------
(Address of principal executive offices)         (Zip Code)


Registrant's telephone number, including area code:  (414) 765-7801



     Item 5.  Other Events.

     On November 1, 2000 Marshall & Ilsley Corporation
issued a press release announcing that it would
withdraw the initial public offering for its Metavante
Corporation subsidiary.  The November 1, 2000 Press
Release is attached hereto and incorporated herein by
reference.

     Item 7.  Financial Statements and Exhibits.

     (c)  Exhibits

            Exhibit No.                          Description

                99      Press Release dated November 1, 2000.



                      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:  November 6, 2000     MARSHALL & ILSLEY CORPORATION



                             By: /s/ M.A. Hatfield
                                -----------------------------------
                                M.A. Hatfield
                                Senior Vice President and Secretary



                     EXHIBIT INDEX


           Exhibit No.                             Description

              99          Press Release dated November 1, 2000.

EX-99

                                            Exhibit 99
                                            ----------
News Release

Marshall & Ilsley Corporation
770 North Water Street, Milwaukee, Wisconsin 53202

For release:   Immediately

For further information: M.A. Hatfield       (414) 765-7809

     Marshall & Ilsley Corporation Withdraws
     Metavante Corporation's Initial Public
     Offering

     Milwaukee, Wisconsin - November 1, 2000 --
     Marshall & Ilsley Corporation (NYSE: MI)
     today announced that it would withdraw the
     initial public offering for its Metavante
     Corporation subsidiary.  M&I cited a
     combination of adverse market conditions and
     the near term slow down in financial account
     processing markets as reasons for withdrawing
     the offering.  M&I expect to continue to
     invest in and grow Metavante's business, and
     will evaluate future growth strategies for
     Metavante as circumstances permit.

     Marshall & Ilsley Corporation (NYSE:  MI) is
     a diversified financial services corporation
     headquartered in Milwaukee, Wisconsin with
     $25.2 billion in assets.  Founded in 1847,
     M&I has the largest retail banking presence
     in Wisconsin with over 200 offices throughout
     the state.  In addition, M&I retail locations
     are located in Phoenix and Tucson, Arizona;
     Las Vegas, Nevada; and Naples, Florida.  M&I
     also provides trust and investment
     management, equipment leasing, mortgage
     banking, 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.

     There will be a conference call today,
     Wednesday, November 1, at 10:00 CST.  You may
     listen by calling (800) 344-6783 and asking
     for the M&I conference call.

     This press release contains forward-looking
     statements regarding anticipated financial
     results and strategic corporate activities.
     Such statements are subject to important
     factors which could cause M&I's actual
     results to differ materially from those
     anticipated by the forward-looking
     statements.  These factors include those
     referenced in M&I's Annual Report on Form 10-
     K or as may be described from time to time in
     M&I's subsequent SEC filings, and such
     factors are incorporated herein by reference.

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