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):  April 26, 2005

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:

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

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

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

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

Item 8.01.

Other Events.

On April 26, 2005, the board of directors of Marshall & Ilsley Corporation (“M&I”) reconfirmed M&I’s share repurchase program.  This program gives M&I the ability to purchase annually up to 12 million shares of its issued and outstanding common stock in order to have treasury shares available for employee benefit plans and for other corporate purposes.  Purchases under the program may be made in open market or private transactions, in block trades, or in accelerated share repurchase programs or similar facilities.

Also on April 26, 2005, M&I issued a press release announcing events which took place in connection with its 2005 Annual Shareholders’ Meeting.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 26, 2005

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:  April 26, 2005	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 April 26, 2005

EX-99.1

			Exhibit 99.1
			Marshall & Ilsley Corporation
			770 North Water Street
			Milwaukee, WI 53202
			414 765-7700 Main
			414 298-2921 Fax
			www.mibank.com
	For Release:	Immediately
	Contact:	John Presley, senior vice president, chief financial officer 414 765-7833

MARSHALL & ILSLEY CORPORATION ANNOUNCES 14.3 PERCENT

INCREASE TO QUARTERLY CASH DIVIDEND

John W. Daniels, Jr., Elected to Board of Directors

Mark F. Furlong Elected President, Marshall & Ilsley Corporation

Milwaukee, Wis. – April 26, 2005 – Marshall & Ilsley Corporation (M&I) today announced at its Annual Shareholders’ Meeting that its board of directors has increased the quarterly cash dividend on its common stock 14.3 percent to $.24 per share from $.21 per share. The cash dividend is payable on June 10, 2005, to shareholders of record at the close of business as of May 27, 2005.

At the meeting, John W. Daniels, Jr., was elected to Marshall & Ilsley Corporation’s board of directors.  Daniels, 56, is a partner and member of the executive committee of Quarles & Brady, L.L.P.  He is also national president, American College of Real Estate Lawyers, and a director of the Metropolitan Milwaukee Association of Commerce, and the Medical College of Wisconsin.

The board of directors also named Mark F. Furlong, President, Marshall & Ilsley Corporation. Furlong will also continue to serve as President of M&I Marshall & Ilsley Bank.

In addition, the following directors were re-elected to three-year terms:

Andrew N. Baur, chairman of the board, Southwest Bank of St. Louis, a subsidiary of Marshall & Ilsley Corporation;

John A. Mellowes, chairman and chief executive officer of Charter Manufacturing Company, Inc.;

Robert J. O’Toole, chairman of the board, chief executive officer, and past president of A.O. Smith Corporation;

John S. Shiely, chairman of the board, president and chief executive officer, Briggs & Stratton Corporation.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $41.6 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank has the largest banking presence in Wisconsin with 195 offices throughout the state. In addition, M&I has 35 locations throughout Arizona; 12 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, inves tments, 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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