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): June 28, 2001

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

       Item 5. Other Events.

       On June 28, 2001, Marshall & Ilsley Corporation ("M&I") and Diversified Business Credit, Inc. ("DBCI"), a subsidiary of National City Bancorporation, entered into a letter agreement regarding the prepayment of certain of DCBI's senior notes and the termination of associated interest rate swap agreements. The letter agreement is attached hereto and is incorporated herein by reference.

       On July 12, 2001, M&I issued a press release regarding M&I's financial results for the second quarter of 2001. The July 12, 2001 press release is attached hereto and is incorporated herein by reference.

       Item 7. Financial Statements and Exhibits.

       (c)       Exhibits

Exhibit No.	Description
99.1	Letter Agreement between M&I and DCBI dated June 28, 2001
99.2	Press release dated July 12, 2001

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: July 12, 2001	MARSHALL & ILSLEY CORPORATION
	By: /s/ M.A. Hatfield                                     M.A. Hatfield       Senior Vice President and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter Agreement between M&I and DCBI dated June 28, 2001
99.2	Press release dated July 12, 2001

EX-99.1

Exhibit 99.1

Marshall & Ilsley Corporation
770 North Water Street/P.O. Box 2035/Milwaukee, WI 53201-2035/Tel 414 765-7801

June 28, 2001

Mr. Robert Olson, President
Diversified Business Credit, Inc.
3630 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, MN 55402

Dear Mr. Olson:

       Diversified Business Credit, Inc. ("DBCI") is prepaying $176,000,000 of Senior Notes ("Senior Notes") on or about July 30, 2001, pursuant to Section 2.5 of DBCI's Note Agreements (the "Note Agreements") pertaining to such Senior Notes. DBCI is also terminating the associated interest rate swap agreements.

       In the event that the merger contemplated by the Agreement and Plan of Merger (the "Merger Agreement") dated as of April 30, 2001, between National City Bancorporation and Marshall & Ilsley Corporation ("M&I", which term shall also include any subsidiary of M&I) shall not have been consummated by December 31, 2001 or terminated prior thereto, M&I shall promptly reimburse DBCI for the "Make-Whole Premium" paid by DBCI in accordance with Section 2.5 of the Note Agreements, less the gain realized or plus the loss incurred upon the termination of the associated interest rate swap agreements. In addition, DBCI and M&I shall on the prepayment date of the Senior Notes enter into arrangements pursuant to which M&I shall provide replacement financing to DBCI for the Senior Notes so prepaid. Such replacement financing shall be on the same terms and conditions (including, without limitation, interest rates, payment dates, maturity dates and covenants, as well as associated interest rate swap arrangements) as the terms and conditions of the Senior Notes so prepaid.

       If the foregoing is acceptable to you, please acknowledge your agreement below.

Very truly yours,

MARSHALL & ILSLEY CORPORATION

By: /s/ Donald H. Wilson                   

Accepted and agreed to this
28th day of June, 2001.

DIVERSIFIED BUSINESS CREDIT, INC.

By: /s/ Robert J. Olson                        

EX-99.2

Exhibit 99.2

Immediately

M. A. Hatfield (414) 765-7809

MARSHALL & ILSLEY CORPORATION REPORTS SECOND QUARTER EARNINGS

Milwaukee, WI - July 12, 2001 - Marshall & Ilsley Corporation today announced operating income for the second quarter ended June 30, 2001 was $98.1 million, up from the $90.7 million recorded in the same period in 2000. Diluted income per share increased 9.6 percent to $.91 for the second quarter, versus $.83 for the same period a year ago. Cash diluted income per share was $.95, versus $.88 a year ago.

Return on average assets was 1.51 percent versus 1.46 percent in 2000. Return on tangible equity was 20.15 percent this quarter compared to 21.52 percent for the second quarter of 2000.

Operating income for the six months ended June 30, 2001 amounted to $189.2 million or $1.76 on a diluted per share basis compared to $181.5 million or $1.66 per share for the first half of 2000.

The Corporation's provision for loan losses was $10.7 million in the second quarter versus $9.6 million in the same period last year. Net charge-offs for the period were $6.6 million, or .15 percent of total average loans outstanding this year and $8.0 million a year ago or .19 percent of total average loans. At June 30, 2001, the allowance for loan losses was 1.37 percent of total loans compared to 1.35 percent a year earlier. Nonperforming assets were .83 percent of total loans at June 30, 2001 and .77 percent at June 30, 2000.

Operating income in 2001 excludes non-recurring charges related to changes and acquisitions at the Corporation's Metavante subsidiary, auto lease residual value write-downs, the final charges for charter consolidation and the effect of adopting the standard for accounting for derivatives and hedging activities, all as previously announced and discussed in the update provided by the Corporation on June 22, 2001. For the three and six months ended June 30, 2001, these charges amounted to $38.4 million and $43.3 million, respectively on an after-tax basis.

Operating income for the six months ended June 30, 2000, excludes the effect of adopting Staff Accounting Bulletin No 101, Revenue Recognition, which aggregated $2.3 million after-tax.

Net income and diluted income per share amounted to $59.7 million or $.55 per share in the second quarter of 2001 compared to $90.7 million or $.83 per share in the second quarter of 2000. For the six months ended June 30, 2001 and 2000, net income and diluted income per share amounted to $145.8 million or $1.35 per share compared to $179.2 million or $1.64 per share, respectively.

Assets at quarter end were $25.9 billion, compared to $25.2 billion for the same period in 2000. Book value per share was $22.18 at June 30, 2001, compared to $19.91 for the same date a year ago. Total loans were $17.8 billion, versus $17.4 billion at June 30, 2000.

M&I has received regulatory approval for its proposed acquisition of National City Bancorporation, Minneapolis, Minnesota (NCBM). Assuming NCBM's shareholders approve the transaction at their Special Meeting on July 24, 2001, and the other conditions to closing are met, M&I would expect to complete the merger on July 31, 2001.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wisconsin with $25.9 billion in assets. Founded in 1847, M&I has the largest retail banking presence in Wisconsin with 212 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, insurance services and data processing 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.

This press release contains forward-looking statements concerning M&I's future operations, including the expected completion of the NCBM acquisition. 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 for the year ended December 31, 2000 and 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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Note:

Marshall & Ilsley Corporation will hold a conference call at 11:00 a.m. central daylight time Thursday, July 12, regarding second quarter earnings. For those interested in listening, please call 1 (800) 347-6311 and reference the M&I Quarterly Conference Call. If you are unable to join us at this time, a replay of the call will be available through Thursday, July 19, 5:00 p.m. central daylight time by calling 1 (800) 839-6713 and using passcode 433 72 97.