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): August 13, 2002

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

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

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

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

        Item 7. Financial Statements and Exhibits.

        All exhibits are furnished pursuant to Item 9.

Exhibit No.	Description
99.1	Certification of Dennis J. Kuester pursuant to 18 U.S.C. §1350
99.2	Certification of Mark F. Furlong pursuant to 18 U.S.C. §1350
99.3	Sworn written statement of Dennis J. Kuester
99.4	Sworn written statement of Mark F. Furlong

        Item 9. Regulation FD Disclosure.

        On August 13, 2002, Marshall & Ilsley Corporation filed with the Securities and Exchange Commission (the "Commission") its Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 accompanied by the certifications of Dennis J. Kuester, Chief Executive Officer, and Mark F. Furlong, Chief Financial Officer, required pursuant to 18 U.S.C. §1350. Conformed copies of such certifications are attached hereto as Exhibits 99.1 and 99.2.

        In accordance with the Order issued by the Commission on June 27, 2002 ("Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934," File No. 4-460), Dennis J. Kuester, principal executive officer of Marshall & Ilsley Corporation, and Mark F. Furlong, principal financial officer of Marshall & Ilsley Corporation, on August 13, 2002, following the filing of the Form 10-Q referred to in the previous paragraph, executed and sent to the Commission for filing their sworn written statements required by such Order. Conformed copies of such sworn written statements are attached hereto as Exhibits 99.3 and 99.4.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, Marshall & Ilsley Corporation has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 13, 2002	MARSHALL & ILSLEY CORPORATION
	By:    /s/ Randall J. Erickson                           Randall J. Erickson          Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Certification of Dennis J. Kuester pursuant to 18 U.S.C. §1350
99.2	Certification of Mark F. Furlong pursuant to 18 U.S.C. §1350
99.3	Sworn written statement of Dennis J. Kuester
99.4	Sworn written statement of Mark F. Furlong

EX-99

Exhibit 99.1

CERTIFICATION OF PERIODIC REPORT

I, Dennis J. Kuester, Chief Executive Officer of Marshall & Ilsley Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)	the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 13, 2002

/s/ Dennis J. Kuester                         
Dennis J. Kuester
Chief Executive Officer
Marshall & Ilsley Corporation

EX-99

Exhibit 99.2

CERTIFICATION OF PERIODIC REPORT

I, Mark F. Furlong, Chief Financial Officer of Marshall & Ilsley Corporation (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)	the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 13, 2002

/s/ Mark F. Furlong                          
Mark F. Furlong
Chief Financial Officer
Marshall & Ilsley Corporation

EX-99

Exhibit 99.3
OMB Number: 3235-0569          
Expires: January 31, 2003          

Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Dennis J. Kuester, state and attest that:

(1)	To the best of my knowledge, based upon a review of the covered reports of Marshall & Ilsley Corporation, and, except as corrected or supplemented in a subsequent covered report:
	no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
	no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
(2)	I have reviewed the contents of this statement with the Company's audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report."
	Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of Marshall & Ilsley Corporation;
	all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Marshall & Ilsley Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and
	any amendments to any of the foregoing.

/s/ Dennis J. Kuester                         Dennis J. Kuester August 13, 2002	Subscribed and sworn to before me this 13th day of August 2002.
	/s/ Randall J. Erickson                 Notary Public
	My Commission Expires:               Is permanent

EX-99

Exhibit 99.4
OMB Number: 3235-0569          
Expires: January 31, 2003          

Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Mark F. Furlong, state and attest that:

(1)	To the best of my knowledge, based upon a review of the covered reports of Marshall & Ilsley Corporation, and, except as corrected or supplemented in a subsequent covered report:
	no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
	no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
(2)	I have reviewed the contents of this statement with the Company's audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report."
	Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of Marshall & Ilsley Corporation;
	all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Marshall & Ilsley Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and
	any amendments to any of the foregoing.

/s/ Mark F. Furlong                           Mark F. Furlong August 13, 2002	Subscribed and sworn to before me this 13th day of August 2002.
	/s/ Randall J. Erickson                 Notary Public
	My Commission Expires:               Is permanent