8-K

UNITED STATES

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 26, 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 26, 2004, Marshall & Ilsley Corporation (“M&I”) issued a press release announcing that John M. Presley will join M&I as Senior Vice President and Chief Financial Officer.  Mr. Presley, age 43, is currently the Chief Financial Officer of National Commerce Financial Corporation in Memphis, Tennessee.  National Commerce is scheduled to be acquired by SunTrust Banks Inc. later this year, and Mr. Presley’s appointment as an officer of M&I will become effective upon completion of his duties in connection with the acquisition.  Mr. Presley has been with National Commerce in various capacities since 1989.

It is expected that M&I will enter into a change of control agreement with Mr. Presley upon commencement of his employment with M&I.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Exhibits.

Exhibit No.	Description
99.1	Press Release dated August 26, 2004

2

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:  August 27, 2004	MARSHALL & ILSLEY CORPORATION
	By:/s/ Randall J. Erickson
	Randall J. Erickson Senior Vice President, General Counsel and Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 26, 2004

4

EX-99.1

Exhibit 99.1

JOHN M. PRESLEY TO JOIN MARSHALL & ILSLEY CORPORATION AS CHIEF FINANCIAL OFFICER

MILWAUKEE, Wis. August 26, 2004 – Marshall & Ilsley Corporation (M&I) today announced that John M. Presley will join M&I as Senior Vice President and Chief Financial Officer.  Mr. Presley will succeed Mark Furlong who became President of M&I Marshall & Ilsley Bank on July 1, 2004.

Mr. Presley is currently the Chief Financial Officer of National Commerce Financial Corporation in Memphis, Tennessee.  National Commerce is scheduled to be acquired by SunTrust Banks Inc. later this year, and Mr. Presley’s appointment as an officer of M&I will become effective upon completion of his duties in connection with the acquisition.

Mr. Presley has been with National Commerce in various capacities since 1989.  From 1981 to 1989, Mr. Presley was with Ernst & Whinney (now Ernst & Young) in Memphis.  Mr. Presley received his BA from Southwestern at Memphis (Rhodes College) and is a certified public accountant (Arkansas, 1984).

“We are very pleased to have John join us,” said Dennis Kuester, M&I’s Chief Executive Officer.  “His financial and entrepreneurial experience was just what we were looking for,” added Kuester.

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 197 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.  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, fina ncial planning, investments and insurance services from offices throughout the country and on the Internet (http://www.mibank.com or http://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.

Mark Furlong, chief financial officer of Marshall & Ilsley Corporation, 1-414-765-8052

http://www.micorp.com