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):  July 13, 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 July 13, 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 July 13, 2004, Marshall & Ilsley Corporation issued a press release announcing its results of operations for the quarter ended June 30, 2004.  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:  July 13, 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 July 13, 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 treasurer, (414) 765-8043

MARSHALL & ILSLEY CORPORATION ANNOUNCES SECOND QUARTER RESULTS

Milwaukee, Wis. - Jul. 13, 2004 - Marshall & Ilsley Corporation (NYSE: MI) today reported 2004 second quarter net income of $0.67 per diluted share, or $151.7 million, as compared to $0.59 per diluted share, or $134.7 million, in the second quarter of 2003. Second quarter net income per share increased 13.6 percent over the same period in 2003.

Net income for the six months ended June 30, 2004 was $297.8 million, or $1.32 per diluted share, compared to $262.7 million, or $1.15 per diluted share, in the first half of 2003. Earnings for the first half of 2003 include $1.5 million (after tax), or $0.01 per diluted share, of Metavante's acquisition-related transition expenses.

Return on average assets based on net income for the second quarter was 1.69 percent, as compared to 1.62 percent for the same period in 2003. Return on average equity based on net income was 17.92 percent this quarter as compared to 16.88 percent for the second quarter of 2003.

The Corporation's provision for loan and lease losses was $9.2 million in the second quarter of 2004, versus $19.6 million in the same period last year. Net charge-offs for the period were $5.0 million, or 0.08 percent of total average loans and leases outstanding this quarter, and $9.8 million a year ago or 0.16 percent of total average loans and leases. At June 30, 2004, the allowance for loan and lease losses was 1.32 percent of total loans and leases, compared to 1.40 percent a year earlier. Nonperforming loans and leases were 0.53 percent of total loans and leases at June 30, 2004, and 0.82 percent at June 30, 2003.

Assets at June 30, 2004 were $37.1 billion, compared to $34.1 billion at June 30, 2003. Book value per share was $15.52 at June 30, 2004, compared to $14.36 for the same date a year ago. Total loans and leases were $27.2 billion, compared to $24.9 billion at June 20, 2003.

Proposed Offerings

On May 17, 2004, the Corporation announced that its Metavante subsidiary had entered into a definitive agreement to acquire NYCE Corporation for approximately $610 million in cash. The Corporation expects to fund the acquisition or portions thereof through the issuance of senior debt and an issuance of approximately $400 million of a hybrid security. It is expected that the hybrid security will consist of a trust preferred bundled with a forward contract to purchase a variable number of shares of M&I common stock. The funding and the acquisition are both expected to be completed in the third quarter, subject to regulatory approval of the acquisition. The debt and hybrid security offerings are subject to market conditions and changes in the expected timing, amount and terms. This press release does not constitute an offer of any security for sale.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $37.1 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 31 locations throughout Arizona; 11 offices in metropolitan Minneapolis/St. Paul, Minn.; and, locations in Duluth Minn.; Las Vegas, Nev.; and Naples and Bonita Springs, 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 t he 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 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, 2003 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 daylight time Tuesday, July 13, regarding second quarter earnings. For those interested in listening, please call 1-800-211-3767 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 July 20, 5:00 p.m. central daylight time by calling 1-800-839-6713 and entering passcode 644 26 81 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 July 13.

M&I Corporation Financial Information (unaudited)
		Three Months Ended						Six Months Ended
			June 30,		June 30,		Percent		June 30,		June 30,		Percent
			2004		2003		Change		2004		2003		Change
	PER SHARE DATA
	Diluted:
	Net Income		$0.67		$0.59		13.6	%	$1.32		$1.15		14.8	%
	Income as Adjusted (a)		0.67		0.59		13.6		1.32		1.16		13.8
	Basic:
	Net Income		0.68		0.59		15.3		1.34		1.16		15.5
	Income as Adjusted (a)		0.68		0.59		15.3		1.34		1.17		14.5
	Dividend Declared		0.210		0.180		16.7		0.390		0.340		14.7
	Book Value		15.52		14.36		8.1		15.52		14.36		8.1
	Shares Outstanding (millions):
	Average - Diluted		225.5		228.4		-1.3		225.8		228.0		-1.0
	End of Period		222.8		227.1		-1.9		222.8		227.1		-1.9
	INCOME STATEMENT ($millions)
	Net Interest Income (FTE)		$292.0		$271.8		7.4	%	$578.5		$544.3		6.3	%
	Provision for Loan and Lease Losses		9.2		19.6		-53.1		18.3		45.3		-59.6
	Data Processing Services		197.3		158.0		24.9		383.5		315.1		21.7
	Item Processing		10.9		9.6		13.5		22.3		19.8		12.6
	Trust Services		37.9		31.2		21.5		74.2		61.2		21.2
	Service Charge on Deposits		25.1		25.2		-0.4		50.6		51.4		-1.6
	Mortgage Banking		11.7		21.8		-46.3		18.7		39.3		-52.4
	Net Investment Securities Gains (Losses)		0.1		(2.6)		n.m.		(0.5)		(1.0)		n.m.
	All Other		47.0		51.5		-8.7		94.6		99.4		-4.8
	Total Non-Interest Revenues		330.0		294.7		12.0		643.4		585.2		9.9
	Salaries and Employee Benefits		211.9		193.5		9.5		415.8		388.0		7.2
	Occupancy and Equipment		44.5		46.2		-3.7		91.8		92.7		-1.0
	Intangible Amortization		5.4		7.5		-28.0		10.9		14.4		-24.3
	Other		112.9		88.5		27.6		218.5		173.6		25.9
	Total Non-Interest Expenses		374.7		335.7		11.6		737.0		668.7		10.2
	Tax Equivalent Adjustment		8.0		7.9		1.3		15.8		15.9		-0.6
	Pre-Tax Earnings		230.1		203.3		13.2		450.8		399.6		12.8
	Income Taxes		78.4		68.6		14.3		153.0		135.4		13.0
	Income as Adjusted (a)		151.7 =======		134.7 =======		12.6		$297.8 =======		$264.2 =======		12.7
	Adjustments (a)		0.0		0.0		n.m.		0.0		(1.5)		n.m.
	Net Income		$151.7 =======		$134.7 =======		12.6	%	$297.8 =======		$262.7 =======		13.4	%
	KEY RATIOS
	Net Interest Margin(FTE) / Avg. Earning Assets		3.61	%	3.65	%			3.65	%	3.72	%
	Interest Spread (FTE)		3.32		3.33				3.36		3.39
	Efficiency Ratio		60.2		59.0				60.3		59.3
	Efficiency Ratio without Metavante		48.8		48.2				49.0		48.4
	Return on Assets		1.69		1.62				1.69		1.61
	Return on Equity		17.92		16.88				17.67		16.81
	Return on Assets - Income as Adjusted (a)		1.69		1.62				1.69		1.62
	Return on Equity - Income as Adjusted (a)		17.92		16.88				17.67		16.91
	Equity / Assets (End of Period)		9.26		9.52				9.26		9.52
	Notes: (a) See reconciliation of Income as Adjusted to Net Income.
M&I Corporation
Financial Information
(unaudited)
			As of
			June 30,		June 30,		Percent
	ASSETS ($millions)		2004		2003		Change
	Cash & Due From Banks		$824		$988		-16.6	%
	Trading Securities		28		30		-6.7
	Short - Term Investments		336		263		27.8
	Investment Securities		5,915		5,363		10.3
	Loans and Leases:
	Commercial Loans & Leases		8,158		7,540		8.2
	Commercial Real Estate		8,775		7,932		10.6
	Residential Real Estate		3,632		3,012		20.6
	Home Equity Loans & Lines		4,885		4,109		18.9
	Personal Loans and Leases		1,745		2,306		-24.3
	Total Loans and Leases		27,195		24,899		9.2
	Reserve for Loan & Leases Losses		(358)		(348)		2.9
	Premises and Equipment, net		434		438		-0.9
	Goodwill and Intangibles		1,269		1,085		17.0
	Other Assets		1,429		1,348		6.0
	Total Assets		$37,072 =======		$34,066 =======		8.8	%
	LIABILITIES & SHAREHOLDERS' EQUITY ($millions)
	Deposits:
	Noninterest Bearing		$4,710		$4,653		1.2	%
	Bank Issued Interest Bearing Activity		9,928		10,127		-2.0
	Bank Issued Time		3,352		3,361		-0.3
	Total Bank Issued Deposits		17,990		18,141		-0.8
	Wholesale Deposits		7,235		4,129		75.2
	Total Deposits		25,225		22,270		13.3
	Short - Term Borrowings		3,562		5,297		-32.8
	Long - Term Borrowings		3,701		2,272		62.9
	Other Liabilities		1,150		984		16.9
	Shareholders' Equity		3,434		3,243		5.9
	Total Liabilities & Shareholders' Equity		$37,072 =======		$34,066 =======		8.8	%
		Three Months Ended						Six Months Ended
			June 30,		June 30,		Percent		June 30,		June 30,		Percent
			2004		2003		Change		2004		2003		Change
	AVERAGE ASSETS ($millions)
	Cash & Due From Banks		$802		$747		7.4	%	$787		$755		4.2	%
	Trading Securities		22		25		-12.0		23		22		4.5
	Short - Term Investments		165		282		-41.5		188		270		-30.4
	Investment Securities		5,842		5,218		12.0		5,761		5,150		11.9
	Loans and Leases:
	Commercial Loans & Leases		7,856		7,433		5.7		7,698		7,327		5.1
	Commercial Real Estate		8,583		7,836		9.5		8,452		7,724		9.4
	Residential Real Estate		3,502		2,894		21.0		3,364		2,846		18.2
	Home Equity Loans and Lines		4,688		4,075		15.0		4,563		4,062		12.3
	Personal Loans and Leases		1,879		2,161		-13.0		1,891		2,192		-13.7
	Total Loans and Leases		26,508		24,399		8.6		25,968		24,151		7.5
	Reserve for Loan & Leases Losses		(360)		(345)		4.3		(358)		(345)		3.8
	Premises and Equipment, net		435		442		-1.6		437		443		-1.4
	Goodwill and Intangibles		1,167		1,090		7.1		1,138		1,089		4.5
	Other Assets		1,591		1,441		10.4		1,564		1,433		9.1
	Total Assets		$36,172 =======		$33,299 =======		8.6	%	$35,508 =======		$32,968 =======		7.7	%
	Memo:
	Average Earning Assets		$32,537		$29,924				$31,940		$29,593
	Average Earning Assets Excluding Investment Securities
	Unrealized Gains/Losses		$32,510		$29,843				$31,885		$29,509
	AVG LIABILITIES & SHAREHOLDERS' EQUITY ($millions)
	Deposits:
	Noninterest Bearing		$4,514		$4,073		10.8	%	$4,415		$3,967		11.3	%
	Bank Issued Interest Bearing Activity		9,995		10,135		-1.4		9,994		10,086		-0.9
	Bank Issued Time		3,242		3,419		-5.2		3,242		3,493		-7.2
	Total Bank Issued Deposits		17,751		17,627		0.7		17,651		17,546		0.6
	Wholesale Deposits		5,758		4,515		27.5		5,361		4,101		30.7
	Total Deposits		23,509		22,142		6.2		23,012		21,647		6.3
	Short - Term Borrowings		3,259		3,204		1.7		3,344		3,406		-1.8
	Long - Term Borrowings		4,704		3,700		27.1		4,473		3,699		20.9
	Other Liabilities		1,294		1,053		22.9		1,289		1,066		20.9
	Shareholders' Equity		3,406		3,200		6.4		3,390		3,150		7.6
	Total Liabilities & Shareholders' Equity		$36,172 =======		$33,299 =======		8.6	%	$35,508 =======		$32,968 =======		7.7	%
	Memo:
	Average Interest Bearing Liabilities		$26,958		$24,973				$26,414		$24,785
M&I Corporation
Financial Information
(unaudited)
		Three Months Ended						Six Months Ended
			June 30,		June 30,		Percent		June 30,		June 30,		Percent
			2004		2003		Change		2004		2003		Change
	CREDIT QUALITY (a)
	Net Charge-Offs ($millions)		$5.0		$9.8		-49.0	%	$9.9		$35.6		-72.2	%
	Net Charge-Offs / Average Loans & Leases		0.08	%	0.16	%			0.08	%	0.30	%
	Loan and Lease Loss Reserve ($millions)		$357.9		$348.1		2.8	%	$357.9		$348.1		2.8	%
	Loan and Lease Loss Reserve / Period-End Loans & Leases		1.32	%	1.40	%			1.32	%	1.40	%
	Non-Performing Loans & Leases (NPL)($millions)		$145.0		$203.3		-28.7	%	$145.0		$203.3		-28.7	%
	NPL's / Period-End Loans & Leases		0.53	%	0.82	%			0.53	%	0.82	%
	Loan and Lease Loss Reserve / Non-Performing Loans & Leases		247	%	171	%			247	%	171	%
	MARGIN ANALYSIS (b)
	Loans and Leases:
	Commercial Loans & Leases		4.62	%	4.68	%			4.64	%	4.69	%
	Commercial Real Estate		5.34		5.75				5.35		5.86
	Residential Real Estate		5.42		6.07				5.49		6.23
	Home Equity Loans and Lines		5.24		5.81				5.29		5.88
	Personal Loans and Leases		5.00		5.53				5.07		5.64
	Total Loans and Leases		5.09		5.45				5.13		5.53
	Investment Securities		4.87		4.92				4.93		5.21
	Short - Term Investments		0.99		1.00				1.04		1.08
	Interest Income(FTE) / Avg. Interest Earning Assets		5.03 =====	%	5.31 =====	%			5.07 =====	%	5.43 =====	%
	Interest Bearing Deposits:
	Bank Issued Interest Bearing Activity		0.64	%	0.82	%			0.63	%	0.86	%
	Bank Issued Time		2.38		2.54				2.38		2.62
	Total Bank Issued Deposits		1.06		1.25				1.06		1.31
	Wholesale Deposits		1.61		1.60				1.64		1.71
	Total Interest Bearing Deposits		1.23		1.34				1.23		1.40
	Short - Term Borrowings		1.76		2.63				1.81		2.55
	Long - Term Borrowings		3.62		4.58				3.66		4.61
	Interest Expense / Avg. Interest Bearing Liabilities		1.71 =====	%	1.98 =====	%			1.71 =====	%	2.04 =====	%
	Net Interest Margin(FTE) / Avg. Earning Assets		3.61 =====	%	3.65 =====	%			3.65 =====	%	3.72 =====	%
	Interest Spread (FTE)		3.32 =====	%	3.33 =====	%			3.36 =====	%	3.39 =====	%
	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		$151.7		$134.7				$297.8		$264.2
	Acquisition and Transition Related
	Charges - Metavante		0.0		0.0				0.0		(1.5)
	Net Income		$151.7 =======		$134.7 =======				$297.8 =======		$262.7 ======