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): May 6, 2002

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 4. Changes in Registrant's Certifying Accountant.

          On May 6, 2002, Marshall & Ilsley Corporation ("M&I") dismissed Arthur Andersen LLP as its independent public accountants and appointed Deloitte & Touche LLP as its new independent accountants. The decision to dismiss Arthur Andersen and to retain Deloitte & Touche was approved by M&I's Audit Committee. Deloitte & Touche will be responsible for M&I's independent public accounting functions for the second quarter of 2002.

          Arthur Andersen's reports on M&I's consolidated financial statements as of and for the fiscal years ended December 31, 2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

          During M&I's two most recent fiscal years ended December 31, 2001, and the subsequent interim period through May 6, 2002, there were no disagreements between M&I and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Arthur Andersen's satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their reports.

          None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within M&I's two most recent fiscal years ended December 31, 2001 and the subsequent interim period through May 6, 2002.

          M&I has provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16 is a letter from Arthur Andersen, stating their agreement with said statements.

          During M&I's two most recent fiscal years ended December 31, 2001, and the subsequent interim period through May 6, 2002, M&I did not consult with Deloitte & Touche regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

          Item 7. Financial Statements and Exhibits.

          (c)    Exhibits

Exhibit No.	Description
16	Letter of Arthur Andersen LLP regarding change in certifying accountant.
99	Press Release dated May 6, 2002.

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: May 6, 2002	MARSHALL & ILSLEY CORPORATION
	By:  /s/ Mark F. Furlong
	Mark F. Furlong
	Executive Vice President, Chief Financial
	Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
16	Letter of Arthur Andersen LLP regarding change in certifying accountant.
99	Press Release dated May 6, 2002.

EX-16

Exhibit 16

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

May 6, 2002

Dear Sir/Madam:

We have read the first five paragraphs of Item 4 included in the Form 8-K dated May 6, 2002 of Marshall & Ilsley Corporation (the "Company") to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein, with the exceptions of the reference to the approval by the Company's Audit Committee of the appointment of Deloitte & Touche LLP as the Company's independent auditors and the reference to the functions of Deloitte & Touche LLP for the second quarter of 2002, of which we have no knowledge.

Very truly yours,

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

EX-99

Exhibit 99

Immediately

Mark Furlong (414) 765-8052

MARSHALL & ILSLEY CORPORATION SELECTS DELOITTE & TOUCHE AS INDEPENDENT AUDITOR

Milwaukee, WI - May 6, 2002 - Marshall & Ilsley Corporation (M&I) today announced it has appointed Deloitte & Touche LLP as the Corporation's independent auditors for 2002. The decision to change auditors comes as a result of the uncertainties that arose from the well-publicized issues confronting Arthur Andersen. Andersen had been M&I's auditor since 1984.

"M&I would like to express its gratitude for the exemplary service provided by Arthur Andersen's Milwaukee office," said Dennis J. Kuester, President and Chief Executive Officer, Marshall & Ilsley Corporation.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wisconsin with $28.6 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank has the largest banking presence in Wisconsin with 215 offices throughout the state. In addition, M&I has 25 locations throughout Arizona, 12 offices in metropolitan Minneapolis/St. Paul, Minnesota and locations in Las Vegas, Nevada and Naples, Florida. Metavante Corporation, Marshall & Ilsley Corporation's wholly owned technology subsidiary, is a leading financial services enabler - providing virtually all of the technology an organization needs to offer financial services. 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 acquisition s have made M&I a nationally recognized leader in the financial services industry.