News Release	Marshall & Ilsley Corporation 770 North Water Street/Milwaukee, Wisconsin 53202
For release:	Immediately
For further information:	John Presley, senior vice president and chief financial officer, (414) 765-7833 Don Wilson, senior vice president, corporate treasurer, (414) 765-8043

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

Milwaukee, Wis. – Jan. 13, 2005 – Marshall & Ilsley Corporation (NYSE: MI) today reported 2004 fourth quarter net income of $0.76 per diluted share, or $173.8 million, as compared to $0.62 per diluted share, or $141.1 million, in the fourth quarter of 2003. Fourth quarter net income per share increased 22.6 percent over the same period in 2003.

Net income for the year ended December 31, 2004, was $2.77 per diluted share, or $627.1 million, as compared to $2.38 per diluted share, or $544.1 million, in 2003. Net income per share for 2004 increased 16.4 percent over 2003.

Earnings for the quarter and year ended December 31, 2004 include the following items:

● A pre-tax unrealized gain of $34.1 million related to venture capital investments

● A pre-tax loss of $7.1 million on the sale of two small Metavante business units, and

● Foundation contributions and other accruals over and above normal levels of $6.8 million pre-tax.

The net effect of these items was an increase of $0.06 per share.  Without these items, earnings per share would have been $0.70 and $2.71 for the quarter and year ended December 31, 2004, respectively.

Return on average assets based on net income for the fourth quarter and full year was 1.75 and 1.69 percent, respectively, as compared to 1.66 and 1.64  percent, respectively, for the same periods in 2003.  Return on equity based on net income was 18.59 percent this quarter, as compared to 16.62 percent for the fourth quarter of 2003.  

The Corporation’s provision for loan losses was $12.8 million in the fourth quarter of 2004, versus $9.8 million in the same period last year.  Net charge-offs for the period were $12.8 million, or 0.18 percent of total average loans outstanding this quarter, and $8.3 million a year ago, or 0.13 percent of total average loans.  At December 31, 2004, the allowance for loan losses was 1.21 percent of total loans, compared to 1.39 percent a year earlier.  Nonperforming loans were 0.45 percent of total loans at December 31, 2004, and 0.69 percent at December 31, 2003.

Assets at year-end were $40.4 billion, compared to $34.4 billion at the end of 2003.  Book value per share was $17.24 at December 31, 2004, compared to $15.00 for the same date a year ago.  Total loans were $29.5 billion, compared to $25.2 billion at December 31, 2003.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $40.4 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank has the largest banking presence in Wisconsin with 196 offices throughout the state. In addition, M&I has 34 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, financial planning, investments, and insurance services from offices throughout the country and on the 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.

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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.  In addition, adjusted income results for the quarter and year ended December 31, 2004 exclude certain items which management believes should be excluded in order to have a clear understanding of the Corporation’s financial results.  These items, which are included in GAAP net income but which are excluded from the adjusted income results, are described in the reconciliation table at the end of this press release.

Note:

Marshall & Ilsley Corporation will hold a conference call at 11:00 a.m. central standard time Thursday, January 13, regarding fourth quarter earnings.  For those interested in listening, please call 1-800-245-1683 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 20, 5:00 p.m. central standard time by calling 1-800-839-6713 and entering passcode 683-56-62 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 13.

M&I  Corporation Financial Information (unaudited)
Three Months Ended						Twelve Months Ended
December 31,		December 31,		Percent		December 31,		December 31,		Percent
2004		2003		Change		2004		2003		Change
PER SHARE DATA
Diluted:
Net  Income	$0.76		$0.62		22.6	%	$2.77		$2.38		16.4	%
Basic:
Net  Income	0.77		0.63		22.2		2.81		2.41		16.6
Dividend Declared	0.210		0.180		16.7		0.810		0.700		15.7
Book Value	17.24		15.00		14.9		17.24		15.00		14.9
Shares  Outstanding (millions):
Average - Diluted	228.5		228.5		0.0		226.6		228.3		-0.7
End of Period	227.3		223.2		1.8		227.3		223.2		1.8
INCOME STATEMENT ($millions)
Net Interest Income (FTE)	$296.4		$278.1		6.6	%	$1,164.2		$1,089.0		6.9	%
Provision for Loan and Lease Losses	12.8		9.8		30.6		38.0		63.0		-39.7
Data Processing Services	268.6		176.5		52.2		891.0		657.8		35.5
Item Processing	10.5		11.8		-11.0		43.1		42.8		0.7
Trust Services	39.2		33.5		17.0		150.9		126.8		19.0
Service Charge on Deposits	24.2		25.7		-5.8		99.8		102.5		-2.6
Mortgage Banking	7.6		6.7		13.4		35.1		70.3		-50.1
Net Investment Securities Gains         (Losses)	35.3		5.9		n.m.		35.4		21.6		n.m.
All Other	49.8		45.5		9.5		191.2		194.0		-1.4
Total Non-Interest Revenues	435.2		305.6		42.4		1,446.5		1,215.8		19.0
Salaries and Employee Benefits	240.0		207.4		15.7		887.3		797.5		11.3
Occupancy and Equipment	50.3		45.2		11.3		192.8		179.0		7.7
Intangible Amortization	8.7		6.0		45.0		27.9		23.8		17.2
Other	151.5		111.8		35.5		487.5		451.4		8.0
Total Non-Interest Expenses	450.5		370.4		21.6		1,595.5		1,451.7		9.9
Tax Equivalent Adjustment	8.2		7.9		3.8		32.2		31.7		1.6
Pre-Tax Earnings	260.1		195.6		33.0		945.0		758.4		24.6
Income Taxes	86.3		54.5		58.3		317.9		214.3		48.3
Net  Income	$173.8		$141.1		23.2	%	$627.1		$544.1		15.3	%
KEY  RATIOS
Net Interest Margin (FTE) / Avg.    Earning Assets	3.39	%	3.64	%			3.52	%	3.65	%
Interest Spread (FTE)	3.04		3.32				3.21		3.33
Efficiency  Ratio	61.6		63.9				61.1		63.0
Efficiency  Ratio  without  Metavante	47.0		52.1				48.4		52.4
Return on Assets	1.75		1.66				1.69		1.64
Return on Equity	18.59		16.62				17.89		16.79
Equity / Assets (End of Period)	9.62		9.68				9.62		9.68
M&I  Corporation Financial Information (unaudited)
	As of
	December 31,		December 31,		Percent
ASSETS ($millions)	2004		2003		Change
Cash & Due  From  Banks	$839		$810		3.6	%
Trading Securities	18		16		12.5
Short - Term  Investments	173		147		17.7
Investment  Securities	6,085		5,607		8.5
Loans and Leases:
Commercial  Loans & Leases	8,888		7,504		18.4
Commercial  Real  Estate	9,339		8,224		13.6
Residential  Real  Estate	4,489		3,133		43.3
Home Equity Loans & Lines	5,149		4,392		17.2
Personal  Loans and Leases	1,672		1,932		-13.5
Total  Loans and Leases	29,537		25,185		17.3
Reserve for Loan & Leases Losses	(358)		(350)		2.3
Premises and Equipment, net	467		439		6.4
Goodwill and Intangibles	2,126		1,105		92.4
Other  Assets	1,550		1,414		9.6
Total  Assets	$40,437		$34,373		17.6	%
LIABILITIES & SHAREHOLDERS' EQUITY ($millions)
Deposits:
Noninterest Bearing	$4,888		$4,715		3.7	%
Bank Issued Interest Bearing         Activity	9,924		10,058		-1.3
Bank Issued Time	3,654		3,261		12.1
Total Bank Issued Deposits	18,466		18,034		2.4
Wholesale Deposits	7,989		4,236		88.6
Total  Deposits	26,455		22,270		18.8
Short - Term  Borrowings	3,530		4,933		-28.4
Long - Term  Borrowings	5,027		2,735		83.8
Other  Liabilities	1,535		1,106		38.8
Shareholders'  Equity	3,890		3,329		16.9
Total  Liabilities  &  Shareholders'    Equity	$40,437		$34,373		17.6	%
	Three Months Ended						Twelve Months Ended
	December 31,		December 31,		Percent		December 31,		December 31,		Percent
	2004		2003		Change		2004		2003		Change
AVERAGE  ASSETS ($millions)
Cash & Due  From  Banks	$914		$756		20.9	%	$835		$752		11.0	%
Trading Securities	20		22		-9.1		22		23		-4.3
Short - Term  Investments	143		258		-44.6		171		264		-35.2
Investment  Securities	6,028		5,390		11.8		5,872		5,212		12.7
Loans and Leases:
Commercial  Loans & Leases	8,478		7,223		17.4		8,018		7,295		9.9
Commercial  Real  Estate	9,185		8,147		12.7		8,756		7,901		10.8
Residential  Real  Estate	4,251		3,057		39.1		3,695		2,928		26.2
Home Equity Loans and Lines	5,035		4,215		19.5		4,765		4,110		15.9
Personal  Loans and Leases	1,679		2,022		-17.0		1,787		2,159		-17.2
Total  Loans and Leases	28,628		24,664		16.1		27,021		24,393		10.8
Reserve  for  Loan  &  Leases  Losses	(363)		(349)		4.0		(360)		(348)		3.4
Premises and Equipment, net	461		439		5.0		448		441		1.6
Goodwill and Intangibles	2,081		1,094		90.2		1,547		1,089		42.1
Other  Assets	1,671		1,412		18.3		1,607		1,442		11.4
Total  Assets	$39,583		$33,686		17.5	%	$37,163		$33,268		11.7	%
Memo:
Average Earning Assets	$34,819		$30,334				$33,086		$29,892
Average Earning Assets Excluding    Investment Securities
Unrealized Gains/Losses	$34,762		$30,273				$33,044		$29,823
AVG  LIABILITIES & SHAREHOLDERS' EQUITY ($millions)
Deposits:
Noninterest Bearing	$4,871		$4,469		9.0	%	$4,586		$4,190		9.5	%
Bank Issued Interest Bearing         Activity	9,943		10,096		-1.5		9,960		10,085		-1.2
Bank Issued Time	3,591		3,292		9.1		3,384		3,400		-0.5
Total Bank Issued Deposits	18,405		17,857		3.1		17,930		17,675		1.4
Wholesale Deposits	6,867		4,626		48.4		6,058		4,311		40.5
Total  Deposits	25,272		22,483		12.4		23,988		21,986		9.1
Short - Term  Borrowings	2,461		2,649		-7.1		2,908		3,139		-7.4
Long - Term  Borrowings	6,454		4,019		60.6		5,330		3,799		40.3
Other  Liabilities	1,677		1,166		43.8		1,432		1,103		29.8
Shareholders'  Equity	3,719		3,369		10.4		3,505		3,241		8.1
Total  Liabilities  &  Shareholders'    Equity	$39,583		$33,686		17.5	%	$37,163		$33,268		11.7	%
Memo:
Average Interest Bearing Liabilities	$29,316		$24,682				$27,640		$24,734
M&I  Corporation Financial Informtion (unaudited)
	Three Months Ended						Twelve Months Ended
	December 31,		December 31,		Percent		December 31,		December 31,		Percent
	2004		2003		Change		2004		2003		Change
CREDIT  QUALITY (a)
Net Charge-Offs ($millions)	$12.8		$8.3		54.2	%	$29.5		$51.8		-43.1	%
Net Charge-Offs / Average Loans &    Leases	0.18	%	0.13	%			0.11	%	0.21	%
Loan and Lease Loss  Reserve    ($millions)	$358.1		$349.6		2.4	%	$358.1		$349.6		2.4	%
Loan and Lease Loss  Reserve / Period-    End  Loans & Leases	1.21	%	1.39	%			1.21	%	1.39	%
Non-Performing Loans & Leases (NPL)    ($millions)	$132.4		$172.8		-23.4	%	$132.4		$172.8		-23.4	%
NPL's / Period-End Loans & Leases	0.45	%	0.69	%			0.45	%	0.69	%
Loan and Lease Loss Reserve / Non-    Performing Loans & Leases	271	%	202	%			271	%	202	%
MARGIN  ANALYSIS (b)
Loans and Leases:
Commercial  Loans & Leases	5.19	%	4.60	%			4.83	%	4.63	%
Commercial  Real  Estate	5.55		5.42				5.41		5.65
Residential  Real  Estate	5.42		5.56				5.47		5.92
Home Equity Loans and Lines	5.43		5.42				5.29		5.66
Personal  Loans and Leases	5.28		4.92				5.12		5.37
Total  Loans and Leases	5.39		5.16				5.21		5.36
Investment  Securities	4.94		4.94				4.95		4.90
Short - Term  Investments	2.07		0.95				1.39		0.98
Interest Income (FTE) / Avg. Interest    Earning Assets	5.30	%	5.08	%			5.14	%	5.24	%
Interest Bearing Deposits:
Bank Issued Interest Bearing         Activity	1.06	%	0.63	%			0.78	%	0.75	%
Bank Issued Time	2.55		2.39				2.45		2.51
Total Bank Issued Deposits	1.46		1.06				1.20		1.19
Wholesale Deposits	2.26		1.46				1.91		1.57
Total Interest Bearing Deposits	1.73		1.16				1.42		1.28
Short - Term  Borrowings	2.72		2.76				2.11		2.58
Long - Term  Borrowings	3.75		3.77				3.69		4.30
Interest Expense / Avg. Interest Bearing    Liabilities	2.26	%	1.76	%			1.93	%	1.91	%
Net Interest Margin(FTE) / Avg.    Earning Assets	3.39	%	3.64	%			3.52	%	3.65	%
Interest Spread (FTE)	3.04	%	3.32	%			3.21	%	3.33	%
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 Net Income to Income as Adjusted	Three Months Ended		Diluted				Twelve Months Ended		Diluted
	December 31,		EPS				December 31,		EPS
	2004		Impact				2004		Impact
Net Income	$173.8		$0.76				$627.1		$2.77
Adjustments (Net of Tax)
Unrealized Gain Venture Capital         Investments	22.2		0.10				22.2		0.10
Metavante Disposition of two         Subsidiaries	(4.2)		(0.02)				(4.2)		(0.02)
Foundation Contributions and Other	(4.5)		(0.02)				(4.5)		(0.02)
Total Adjustments	13.5		0.06				13.5		0.06
Income as Adjusted	$160.3		$0.70				$613.6		$2.71