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): January 14, 2004

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 7. Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 14, 2004

      This exhibit is furnished pursuant to Item 12 and shall not be deemed to be "filed."

Item 12. Results of Operations and Financial Condition

      On January 14, 2004, Marshall & Ilsley Corporation issued a press release announcing its results of operations for the quarter and year ended December 31, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

      The information in this Report, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

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: January 14, 2004	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 January 14, 2004

EX-99.1

Exhibit 99.1

News Release	Marshall & Ilsley Corporation 770 North Water Street/Milwaukee, Wisconsin 53202
For release:		Immediately
For further information:		Mark Furlong, executive vice president and chief    financial officer, (414) 765-8052    Don Wilson, senior vice president, corporate treasury,    (414) 765-8043

MARSHALL & ILSLEY CORPORATION ANNOUNCES FOURTH QUARTER AND YEAR-END RESULTS

Milwaukee, Wis. - Jan. 14, 2004 - Marshall & Ilsley Corporation (NYSE: MI) today reported 2003 fourth quarter net income of $0.62 per diluted share, or $141.1 million, as compared to $0.55 per diluted share, or $125.0 million, in the fourth quarter of 2002. Fourth quarter net income per share increased 12.7 percent over the same period in 2002.

Net income for the year ended December 31, 2003, was $2.38 per diluted share, or $544.1 million, as compared to $2.16 per diluted share, or $480.3 million, in 2002. Net income per share for 2003 increased 10.2 percent over 2002.

Earnings for the year ended December 31, 2003 include $1.5 million (after tax), or $0.01 per diluted share, of Metavante's acquisition-related transition expenses.

Earnings for the year ended December 31, 2002 include $4.2 million (after tax), or $0.02 per diluted share, of Metavante's acquisition-related transition expenses, and earnings for the fourth quarter of 2002 include $1.9 million (after tax) or $0.01 per diluted share of such expenses.

Return on average assets based on net income for the fourth quarter and full year was 1.66 and 1.64 percent, respectively, as compared to 1.55 and 1.64 percent, respectively, for the same periods in 2002. Return on equity based on net income was 16.62 percent this quarter as compared to 16.48 percent for the fourth quarter of 2002.

The Corporation's provision for loan losses was $9.8 million in the fourth quarter of 2003, versus $23.4 million in the same period last year. Net charge-offs for the period were $8.3 million, or 0.13 percent of total average loans outstanding this quarter, and $13.5 million a year ago or 0.23 percent of total average loans. At December 31, 2003, the allowance for loan losses was 1.39 percent of total loans, compared to 1.42 percent a year earlier. Nonperforming loans were 0.69 percent of total loans at December 31, 2003, and 0.81 percent at December 31, 2002.

Assets at year end were $34.4 billion, compared to $32.9 billion at the end of 2002. Book value per share was $15.00 at December 31, 2003, compared to $13.51 for the same date a year ago. Total loans were $25.2 billion, compared to $23.9 billion at December 31, 2002.

All per share information reflects the two-for-one stock split which was effective June 17, 2002.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $34.4 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank has the largest banking presence in Wisconsin with 199 offices throughout the state. In addition, M&I has 28 locations throughout Arizona; 10 offices in metropolitan Minneapolis/St. Paul, Minn.; and, locations in Duluth Minn.; Las Vegas, Nev.; and Naples, Fla. M&I's Southwest Bank affiliate has six offices in the St. Louis area and one office in Belleville, Ill. In addition, Metavante Corporation, Marshall & Ilsley Corporation's wholly owned technology subsidiary, provides virtually all of the technology an organization needs to offer financial services. M&I also provides trust and investment management, equipment leasing, mortgage banking, asset-based lending, financial planning, investments and insurance services from offices throughout the country and on the Internet (www.m ibank.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 and financial results. Such statements are subject to important factors that could cause M&I's actual results to differ materially from those anticipated by the forward-looking statements. These factors include (i) the factors identified in M&I's Annual Report on Form 10-K for the year ended December 31, 2002 under the heading "Forward-Looking Statements" which factors are incorporated herein by reference, and (ii) such other factors as may be described from time to time in M&I's SEC filings.

Note:
Marshall & Ilsley Corporation will hold a conference call at 11:00 a.m. central standard time Wednesday, January 14, regarding fourth quarter earnings. For those interested in listening, please call 1-800-243-6403 and ask for M&I's quarterly earnings release conference call. If you are unable to join us at this time, a replay of the call will run through January 21, 5:00 p.m. central standard time by calling 1-800-839-6713 and entering passcode 593-15-47 to listen.

Supplemental financial information referenced in the conference call can be found at www.micorp.com, Investor Relations, after 8:00 a.m. on January 14.

M&I Corporation
Financial Information
(unaudited)
		Three Months Ended							Twelve Months Ended
		December 31,			December 31,		Percent		December 31,		December 31,		Percent
		2003			2002		Change		2003		2002		Change
	PER SHARE DATA (a)
	Diluted:
	Net Income	$0.62			$0.55		12.7	%	$2.38		$2.16		10.2	%
	Income as Adjusted (b)	0.62			0.56		10.7		2.39		2.18		9.6
	Basic:
	Net Income	0.63			0.56		12.5		2.41		2.24		7.6
	Income as Adjusted (b)	0.63			0.57		10.5		2.41		2.26		6.6
	Dividend Declared	0.180			0.160		12.5		0.700		0.625		12.0
	Book Value	15.00			13.51		11.0		15.00		13.51		11.0
	Shares Outstanding (millions):
	Average - Diluted	228.5			227.6		0.4		228.3		222.0		2.8
	End of Period	223.2			226.2		-1.3		223.2		226.2		-1.3
	INCOME STATEMENT ($millions)
	Net Interest Income (FTE)	$278.1			$271.3		2.5	%	$1,089.0		$1,038.5		4.9	%
	Provision for Loan and Lease Losses	9.8			23.4		-58.1		63.0		74.4		-15.3
	Data Processing Services	176.5			156.3		12.9		657.8		601.5		9.4
	Item Processing	11.8			9.9		19.2		42.8		39.1		9.5
	Trust Services	33.5			29.3		14.3		126.8		120.6		5.1
	Service Charge on Deposits	25.7			25.1		2.4		102.5		100.8		1.7
	Mortgage Banking	6.7			24.1		-72.2		70.3		55.2		27.4
	Net Investment Securities Gains (Losses)	5.9			(1.1)		n.m.		21.6		(6.3)		n.m.
	All Other	45.5			43.4		4.8		194.0		171.8		12.9
	Total Non-Interest Revenues	305.6			287.0		6.5		1,215.8		1,082.7		12.3
	Salaries and Employee Benefits	207.4			190.9		8.6		794.8		741.4		7.2
	Occupancy and Equipment	45.2			48.0		-5.8		178.2		189.3		-5.9
	Intangible Amortization	6.0			8.2		-26.8		23.8		25.1		-5.2
	Other	111.8			87.5		27.8		452.4		333.1		35.8
	Total Non-Interest Expenses	370.4			334.6		10.7		1,449.2		1,288.9		12.4
	Tax Equivalent Adjustment	7.9			8.1		-2.5		31.7		32.3		-1.9
	Pre-Tax Earnings	195.6			192.2		1.8		760.9		725.6		4.9
	Income Taxes	54.5			65.3		-16.5		215.3		241.1		-10.7
	Income as Adjusted (b)	$141.1			$126.9		11.2		$545.6		$484.5		12.6
		=========			=========				=========		=========
	Adjustments (b)	0.0			(1.9)		n.m.		(1.5)		(4.2)		n.m.
	Net Income	$141.1			$125.0		12.9	%	$544.1		$480.3		13.3	%
		=========			=========				=========		=========
	KEY RATIOS
	Net Interest Margin(FTE) / Avg. Earning Assets	3.64		%	3.77	%			3.65	%	3.96	%
	Interest Spread (FTE)	3.32			3.39				3.33		3.55
	Efficiency Ratio	63.9			60.4				63.0		61.0
	Efficiency Ratio without Metavante	52.1			49.6				52.4		50.1
	Return on Assets	1.66			1.55				1.64		1.64
	Return on Equity	16.62			16.48				16.79		17.36
	Return on Assets - Income as Adjusted (b)	1.66			1.57				1.64		1.66
	Return on Equity - Income as Adjusted (b)	16.62			16.74				16.84		17.51
	Equity / Assets (End of Period)	9.68			9.24				9.68		9.24
	Notes:    (a) Prior periods have been restated for the 2 for 1 stock split effective 6-17-02.
	(b) See reconciliation of Income as Adjusted to Net Income.
M&I Corporation
Financial Information
(unaudited)
		As of
		December 31,			December 31,		Percent
	ASSETS ($millions)	2003			2002		Change
	Cash & Due From Banks	$810			$1,012		-20.0	%
	Trading Securities	16			21		-23.8
	Short - Term Investments	147			228		-35.5
	Investment Securities	5,607			5,210		7.6
	Loans and Leases:
	Commercial Loans & Leases	7,504			7,266		3.3
	Commercial Real Estate	8,224			7,484		9.9
	Residential Real Estate	3,133			2,897		8.1
	Home Equity Loans & Lines	4,392			4,022		9.2
	Personal Loans and Leases	1,932			2,240		-13.8
	Total Loans and Leases	25,185			23,909		5.3
	Reserve for Loan & Leases Losses	(350)			(338)		3.6
	Premises and Equipment, net	439			442		-0.7
	Goodwill and Intangibles	1,105			1,089		1.5
	Other Assets	1,414			1,302		8.6
	Total Assets	$34,373			$32,875		4.6	%
		============			============
	LIABILITIES & SHAREHOLDERS' EQUITY                  ($millions)
	Deposits:
	Noninterest Bearing	$4,715			$4,462		5.7	%
	Bank Issued Interest Bearing Activity	10,058			10,051		0.1
	Bank Issued Time	3,261			3,622		-10.0
	Total Bank Issued Deposits	18,034			18,135		-0.6
	Wholesale Deposits	4,236			2,259		87.5
	Total Deposits	22,270			20,394		9.2
	Short - Term Borrowings	4,933			6,093		-19.0
	Long - Term Borrowings	2,735			2,284		19.7
	Other Liabilities	1,106			1,067		3.7
	Shareholders' Equity	3,329			3,037		9.6
	Total Liabilities & Shareholders' Equity	$34,373			$32,875		4.6	%
		============			============
		Three Months Ended							Twelve Months Ended
		December 31,			December 31,		Percent		December 31,		December 31,		Percent
		2003			2002		Change		2003		2002		Change
	AVERAGE ASSETS ($millions)
	Cash & Due From Banks	$756			$778		-2.8	%	$752		$708		6.2	%
	Trading Securities	22			17		29.4		23		15		53.3
	Short - Term Investments	258			408		-36.8		264		717		-63.2
	Investment Securities	5,390			4,965		8.6		5,212		4,551		14.5
	Loans and Leases:
	Commercial Loans & Leases	7,223			7,031		2.7		7,295		6,539		11.6
	Commercial Real Estate	8,147			7,360		10.7		7,901		6,458		22.3
	Residential Real Estate	3,057			2,897		5.5		2,928		2,645		10.7
	Home Equity Loans and Lines	4,215			3,873		8.8		4,110		3,530		16.4
	Personal Loans and Leases	2,022			2,127		-4.9		2,159		1,856		16.3
	Total Loans and Leases	24,664			23,288		5.9		24,393		21,028		16.0
	Reserve for Loan & Leases Losses	(349)			(337)		3.6		(348)		(303)		14.9
	Premises and Equipment, net	439			441		-0.5		441		418		5.5
	Goodwill and Intangibles	1,094			1,093		0.1		1,089		800		36.1
	Other Assets	1,412			1,356		4.1		1,442		1,269		13.6
	Total Assets	$33,686			$32,009		5.2	%	$33,268		$29,203		13.9	%
		============			============				============		============
	Memo:
	Average Earning Assets	$30,334			$28,678				$29,892		$26,311
	Average Earning Assets Excluding Investment Securities
	Unrealized Gains/Losses	$30,273			$28,585				$29,823		$26,213
	AVG LIABILITIES & SHAREHOLDERS' EQUITY ($millions)
	Deposits:
	Noninterest Bearing	$4,469			$3,978		12.3	%	$4,190		$3,509		19.4	%
	Bank Issued Interest Bearing Activity	10,096			10,067		0.3		10,085		8,997		12.1
	Bank Issued Time	3,292			3,713		-11.3		3,400		3,540		-4.0
	Total Bank Issued Deposits	17,857			17,758		0.6		17,675		16,046		10.2
	Wholesale Deposits	4,626			2,865		61.5		4,311		2,597		66.0
	Total Deposits	22,483			20,623		9.0		21,986		18,643		17.9
	Short - Term Borrowings	2,649			4,121		-35.7		3,139		4,188		-25.0
	Long - Term Borrowings	4,019			3,245		23.9		3,799		2,693		41.1
	Other Liabilities	1,166			1,011		15.3		1,103		912		20.9
	Shareholders' Equity	3,369			3,009		12.0		3,241		2,767		17.1
	Total Liabilities & Shareholders' Equity	$33,686			$32,009		5.2	%	$33,268		$29,203		13.9	%
		============			============				============		============
	Memo:
	Average Interest Bearing Liabilities	$24,682			$24,011				$24,734		$22,015
M&I Corporation
Financial Information
(unaudited)
		Three Months Ended							Twelve Months Ended
		December 31,			December 31,		Percent		December 31,		December 31,		Percent
		2003			2002		Change		2003		2002		Change
	CREDIT QUALITY (a)
	Net Charge-Offs (Recoveries) ($millions)	$8.3			$13.5		-38.5	%	$51.8		$44.0		17.7	%
	Net Charge-Offs (Recoveries) / Average Loans & Leases	0.13		%	0.23	%			0.21	%	0.21	%
	Loan and Lease Loss Reserve ($millions)	$349.6			$338.4		3.3	%	$349.6		$338.4		3.3	%
	Loan and Lease Loss Reserve / Period-End Loans & Leases	1.39		%	1.42	%			1.39	%	1.42	%
	Non-Performing Loans & Leases (NPL)($millions)	$172.8			$194.5		-11.2	%	$172.8		$194.5		-11.2	%
	NPL's / Period-End Loans & Leases	0.69		%	0.81	%			0.69	%	0.81	%
	Loan and Lease Loss Reserve / Non-Performing Loans & Leases		202	%	174	%			202	%	174	%
	MARGIN ANALYSIS (b)
	Loans and Leases:
	Commercial Loans & Leases	4.60		%	5.02	%			4.63	%	5.25	%
	Commercial Real Estate	5.42			6.07				5.65		6.52
	Residential Real Estate	5.56			6.37				5.92		6.84
	Home Equity Loans and Lines	5.42			6.15				5.66		6.58
	Personal Loans and Leases	4.92			5.97				5.37		6.59
	Total Loans and Leases	5.16			5.80				5.36		6.18
	Investment Securities	4.94			5.73				4.90		6.48
	Short - Term Investments	0.95			1.40				0.98		1.57
	Interest Income(FTE) / Avg. Interest Earning Assets	5.08		%	5.72	%			5.24	%	6.10	%
		============			============				============		============
	Interest Bearing Deposits:
	Bank Issued Interest Bearing Activity	0.63		%	1.12	%			0.75	%	1.22	%
	Bank Issued Time	2.39			2.86				2.51		3.25
	Total Bank Issued Deposits	1.06			1.59				1.19		1.79
	Wholesale Deposits	1.46			1.98				1.57		2.27
	Total Interest Bearing Deposits	1.16			1.66				1.28		1.87
	Short - Term Borrowings	2.76			3.27				2.58		3.59
	Long - Term Borrowings	3.77			4.57				4.30		4.73
	Interest Expense / Avg. Interest Bearing Liabilities	1.76		%	2.33	%			1.91	%	2.55	%
		============			============				============		============
	Net Interest Margin(FTE) / Avg. Earning Assets	3.64		%	3.77	%			3.65	%	3.96	%
		============			============				============		============
	Interest Spread (FTE)	3.32		%	3.39	%			3.33	%	3.55	%
		============			============				============		============
	Notes:   (a) Includes Loans past due 90 days or more
	(b) Based on average balances excluding fair value adjustments for available for sale securities.
	Reconciliation of Income as Adjusted to Net Income
	Income as Adjusted	$141.1			$126.9				$545.6		$484.5
	Acquisition and Transition Related
	Charges - Metavante	0.0			(1.9)				(1.5)		(4.2)
	Net Income	$141.1			$125.0				$544.1		$480.3
		=========			=========				=========		=========