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):  October 1, 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 5.  Other Events.

On October 1, 2002, Marshall & Ilsley Corporation announced the completion of its acquisition of Mississippi Valley Bancshares, Inc.  Marshall & Isley also announced that, in accordance with the terms of the merger agreement, Andrew N. Baur, Chairman and Chief Executive Officer of Mississippi Valley, joined the Marshall & Ilsley Board of Directors effective October 1, 2002.  The press release announcing the completion of the acquisition and the addition of Mr. Baur to Marshall & Ilsley’s Board of Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.  Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 1, 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:  October 1, 2002	MARSHALL & ILSLEY CORPORATION
	By: /s/ Randall J. Erickson
	Randall J. Erickson Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 1, 2002

EX-99.1

10/01/02    3:30 PM                                                                           

Immediately

Mark Furlong (414) 765-8052

MARSHALL & ILSLEY CORPORATION COMPLETES ACQUISITION OF

MISSISSIPPI VALLEY BANCSHARES, INC.

Milwaukee, WI – October 1, 2002 -- Marshall & Ilsley Corporation (NYSE:  MI) (M&I) announced today the completion of its acquisition of Mississippi Valley Bancshares, Inc. (NASDAQ:  MVBI).  Mississippi Valley, with $2.1 billion in assets as of June 30, 2002, has eight offices located in St. Louis, Missouri; Belleville, Illinois; and Phoenix, Arizona.  Mississippi Valley is the holding company for Southwest Bank of St. Louis.

M&I and Mississippi Valley also announced the merger consideration to be received by the Mississippi Valley shareholders pursuant to the terms of the merger agreement.  Based on the $27.97 average trading price of M&I common stock during the valuation period specified in the merger agreement, the value of the per share consideration to be received by Mississippi Valley shareholders is $49.99.  Based on the election forms received from Mississippi Valley shareholders by the election deadline of September 26, 2002, Mississippi Valley shareholders will receive:

•

$26.25 in cash and 0.8486 of a share of M&I common stock if they made a mixed election;

•

$49.99 in cash if they made a cash election;  and

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1.1622 shares of M&I common stock and $17.48 in cash if they made a stock election.

Stock elections were oversubscribed in the merger.  As a result, shareholders who made stock elections will receive a portion of their per share consideration in cash.

M&I will not issue any fractional shares.  Instead, Mississippi Valley shareholders will receive cash in lieu of any fractional share of M&I common stock based on the $27.97 average trading price of M&I common stock.

In accordance with the terms of the merger agreement, Andrew N. Baur, Chairman and Chief Executive Officer of Mississippi Valley, has joined the M&I Board of Directors effective today.

M&I is a diversified financial services corporation headquartered in Milwaukee, Wisconsin with $29.1 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank has the largest banking presence in Wisconsin with 214 offices throughout the state. In addition, M&I has 24 locations throughout Arizona, 11 offices in metropolitan Minneapolis/St. Paul, Minnesota and locations in Las Vegas, Nevada and Naples, Florida. Metavante Corporation, M&I'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.mi corp.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 about M&I which are within the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause future results to differ materially from the results implied in the forward-looking statements. Factors which could cause such a difference are included in M&I’s filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at http://www.sec.gov or from M&I.

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