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):  July 12, 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 2.02.  Results of Operations and Financial Condition.

On July 12, 2005, Marshall & Ilsley Corporation issued a press release announcing its results of operations for the quarter ended June 30, 2005.  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 July 12, 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:  July 12, 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 July 12, 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 Don Wilson, senior vice president, corporate treasurer, 414 765-8043

MARSHALL & ILSLEY CORPORATION ANNOUNCES SECOND QUARTER RESULTS

Milwaukee, Wis. – July 12, 2005 – Marshall & Ilsley Corporation (NYSE: MI) today reported 2005 second quarter net income of $0.81 per diluted share, or $188.5 million, as compared to $0.67 per diluted share, or $151.7 million, in the second quarter of 2004. Second quarter net income per share increased 20.9 percent over the same period in 2004.

Net income for the six months ended June 30, 2005 was $358.1 million, or $1.54 per diluted share, compared to $297.8 million, or $1.32 per diluted share, in the first half of 2004.

Earnings for the quarter and the six months ended June 30, 2005, include a $16.2 million after-tax gain, or $0.07 per diluted share, resulting from the sale of one of the Corporation’s venture capital investments, net of related expenses.

Return on average assets based on net income for the second quarter was 1.77 percent, as compared to 1.69 percent for the same period in 2004. Return on average equity based on net income was 18.25 percent this quarter as compared to 17.92 percent for the second quarter of 2004.  

The Corporation’s provision for loan and lease losses was $13.7 million in the second quarter of 2005, versus $9.2 million in the same period last year. Net charge-offs for the period were $11.9 million, or 0.15 percent of total average loans and leases outstanding this quarter, and $5.0 million a year ago or 0.08 percent of total average loans and leases. At June 30, 2005, the allowance for loan and lease losses was 1.12 percent of total loans and leases, compared to 1.32 percent a year earlier. Nonperforming loans and leases were 0.41 percent of total loans and leases at June 30, 2005, and 0.53 percent at June 30, 2004.

Assets at June 30, 2005 were $43.5 billion, compared to $37.1 billion at June 30, 2004. Book value per share was $18.48 at June 30, 2005, compared to $15.52 for the same date a year ago. Total loans and leases were $32.1 billion, compared to $27.2 billion at June 30, 2004.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $43.5 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 36 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 seven 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.

###

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, 2004 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 12, 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 19, 5:00 p.m. Central Daylight Time by calling 1-800-839-6713 and entering passcode 721 27 59 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 12.

M&I  Corporation
Financial Information
(unaudited)
	Three Months Ended						Six Months Ended
	June 30,		June 30,		Percent		June 30,		June 30,		Percent
	2005		2004		Change		2005		2004		Change
PER SHARE DATA
Diluted:
Net  Income	$0.81		$0.67		20.9	%	$1.54		$1.32		16.7	%
Basic:
Net  Income	0.82		0.68		20.6		1.57		1.34		17.2
Dividend Declared	0.240		0.210		14.3		0.450		0.390		15.4
Book Value	18.48		15.52		19.1		18.48		15.52		19.1
Shares  Outstanding (millions):
Average - Diluted	232.7		225.5		3.2		232.1		225.8		2.8
End of Period	229.7		222.8		3.1		229.7		222.8		3.1
INCOME STATEMENT ($millions)
Net Interest Income (FTE)	$313.2		$292.0		7.3	%	$613.2		$578.5		6.0	%
Provision for Loan and Lease Losses	13.7		9.2		48.9		21.9		18.3		19.7
Data Processing Services	271.7		197.3		37.7		544.0		383.5		41.9
Item Processing	10.7		10.9		-1.8		21.3		22.3		-4.5
Trust Services	41.1		37.9		8.4		81.5		74.2		9.8
Service Charge on Deposits	23.9		25.1		-4.8		47.5		50.6		-6.1
Mortgage Banking	10.5		11.7		-10.3		18.4		18.7		-1.6
Net Investment Securities Gains (Losses)	29.4		0.1		n.m.		35.3		(0.5)		n.m.
All Other	55.3		47.0		17.7		104.1		94.6		10.0
Total Non-Interest Revenues	442.6		330.0		34.1		852.1		643.4		32.4
Salaries and Employee Benefits	262.4		211.9		23.8		500.9		415.8		20.5
Occupancy and Equipment	50.9		44.5		14.4		104.2		91.8		13.5
Intangible Amortization	8.1		5.4		50.0		16.2		10.9		48.6
Other	131.2		112.9		16.2		267.7		218.5		22.5
Total Non-Interest Expenses	452.6		374.7		20.8		889.0		737.0		20.6
Tax Equivalent Adjustment	8.5		8.0		6.3		16.6		15.8		5.1
Pre-Tax Earnings	281.0		230.1		22.1		537.8		450.8		19.3
Income Taxes	92.5		78.4		18.0		179.7		153.0		17.5
Net  Income	$188.5		$151.7		24.3	%	$358.1		$297.8		20.2	%
KEY  RATIOS
Net Interest Margin (FTE) / Avg. Earning Assets	3.33	%	3.61	%			3.35	%	3.65	%
Interest Spread (FTE)	2.89		3.32				2.93		3.35
Efficiency  Ratio	59.9		60.2				60.9		60.3
Efficiency  Ratio  without  Metavante	47.7		48.8				48.2		49.0
Return on Assets	1.77		1.69				1.73		1.69
Return on Equity	18.25		17.92				17.78		17.67
Equity / Assets (End of Period)	9.69		9.26				9.69		9.26
M&I  Corporation
Financial Information
(unaudited)
	As of
	June 30,		June 30,		Percent
ASSETS ($millions)	2005		2004		Change
Cash & Due  From  Banks	$976		$824		18.4	%
Trading Securities	22		28		-21.4
Short - Term  Investments	271		336		-19.3
Investment  Securities	6,241		5,915		5.5
Loans and Leases:
Commercial  Loans & Leases	9,612		8,158		17.8
Commercial  Real  Estate	10,029		8,775		14.3
Residential  Real  Estate	5,877		3,632		61.8
Home Equity Loans & Lines	4,978		4,885		1.9
Personal  Loans and Leases	1,650		1,745		-5.4
Total  Loans and Leases	32,146		27,195		18.2
Reserve for Loan & Leases Losses	(360)		(358)		0.6
Premises and Equipment, net	449		434		3.5
Goodwill and Intangibles	2,160		1,269		70.2
Other  Assets	1,567		1,429		9.7
Total  Assets	$43,472		$37,072		17.3	%
LIABILITIES & SHAREHOLDERS' EQUITY ($millions)
Deposits:
Noninterest Bearing	$5,089		$4,710		8.0	%
Bank Issued Interest Bearing Activity	9,881		9,928		-0.5
Bank Issued Time	4,306		3,352		28.5
Total Bank Issued Deposits	19,276		17,990		7.1
Wholesale Deposits	6,786		7,235		-6.2
Total  Deposits	26,062		25,225		3.3
Short - Term  Borrowings	5,162		3,562		44.9
Long - Term  Borrowings	6,471		3,701		74.8
Other  Liabilities	1,564		1,150		36.0
Shareholders'  Equity	4,213		3,434		22.7
Total  Liabilities  &  Shareholders'  Equity	$43,472		$37,072		17.3	%
	Three Months Ended						Six Months Ended
	June 30,		June 30,		Percent		June 30,		June 30,		Percent
AVERAGE  ASSETS ($millions)	2005		2004		Change		2005		2004		Change
Cash & Due  From  Banks	$939		$802		17.1	%	$929		$787		18.0	%
Trading Securities	26		22		18.2		24		23		4.3
Short - Term  Investments	271		165		64.2		230		188		22.3
Investment  Securities	6,162		5,842		5.5		6,132		5,761		6.4
Loans and Leases:
Commercial  Loans & Leases	9,357		7,856		19.1		9,109		7,698		18.3
Commercial  Real  Estate	9,867		8,583		15.0		9,693		8,452		14.7
Residential  Real  Estate	5,368		3,502		53.3		5,050		3,364		50.1
Home Equity Loans and Lines	5,099		4,688		8.8		5,114		4,563		12.1
Personal  Loans and Leases	1,603		1,879		-14.7		1,627		1,891		-14.0
Total  Loans and Leases	31,294		26,508		18.1		30,593		25,968		17.8
Reserve  for  Loan  &  Leases  Losses	(361)		(360)		0.3		(361)		(358)		0.8
Premises and Equipment, net	445		435		2.3		448		437		2.5
Goodwill and Intangibles	2,154		1,167		84.6		2,148		1,138		88.8
Other  Assets	1,723		1,591		8.3		1,709		1,564		9.3
Total  Assets	$42,653		$36,172		17.9	%	$41,852		$35,508		17.9	%
Memo:
Average Earning Assets	$37,753		$32,537				$36,979		$31,940
Average Earning Assets Excluding Investment Securities
Unrealized Gains/Losses	$37,741		$32,510				$36,953		$31,885
AVG  LIABILITIES & SHAREHOLDERS' EQUITY ($millions)
Deposits:
Noninterest Bearing	$4,826		$4,514		6.9	%	$4,760		$4,415		7.8	%
Bank Issued Interest Bearing Activity	9,850		9,995		-1.5		9,863		9,994		-1.3
Bank Issued Time	4,194		3,242		29.4		4,028		3,242		24.2
Total Bank Issued Deposits	18,870		17,751		6.3		18,651		17,651		5.7
Wholesale Deposits	6,600		5,758		14.6		6,701		5,361		25.0
Total  Deposits	25,470		23,509		8.3		25,352		23,012		10.2
Short - Term  Borrowings	3,392		3,259		4.1		3,144		3,344		-6.0
Long - Term  Borrowings	7,920		4,704		68.4		7,565		4,473		69.1
Other  Liabilities	1,729		1,294		33.6		1,730		1,289		34.2
Shareholders'  Equity	4,142		3,406		21.6		4,061		3,390		19.8
Total  Liabilities  &  Shareholders'  Equity	$42,653		$36,172		17.9	%	$41,852		$35,508		17.9	%
Memo:
Average Interest Bearing Liabilities	$31,956		$26,958				$31,301		$26,414
M&I  Corporation
Financial Information
(unaudited)
	Three Months Ended						Six Months Ended
	June 30,		June 30,		Percent		June 30,		June 30,		Percent
	2005		2004		Change		2005		2004		Change
CREDIT  QUALITY (a)
Net Charge-Offs ($millions)	$11.9		$5.0		138.0	%	$19.8		$9.9		100.0	%
Net Charge-Offs / Average Loans & Leases	0.15	%	0.08	%			0.13	%	0.08	%
Loan and Lease Loss  Reserve ($millions)	$360.1		$357.9		0.6	%	$360.1		$357.9		0.6	%
Loan and Lease Loss  Reserve / Period-End     Loans & Leases	1.12	%	1.32	%			1.12	%	1.32	%
Non-Performing Loans & Leases (NPL)     ($millions)	$131.6		$145.0		-9.2	%	$131.6		$145.0		-9.2	%
NPL's / Period-End Loans & Leases	0.41	%	0.53	%			0.41	%	0.53	%
Loan and Lease Loss Reserve / Non-Performing     Loans & Leases	274	%	247	%			274	%	247	%
MARGIN  ANALYSIS (b)
Loans and Leases:
Commercial  Loans & Leases	5.75	%	4.59	%			5.59	%	4.63	%
Commercial  Real  Estate	6.07		5.34				5.96		5.35
Residential  Real  Estate	5.92		5.42				5.83		5.49
Home Equity Loans and Lines	5.99		5.24				5.86		5.29
Personal  Loans and Leases	5.83		5.00				5.68		5.07
Total  Loans and Leases	5.92		5.09				5.80		5.13
Investment  Securities	5.03		4.87				5.02		4.93
Short - Term  Investments	3.16		1.00				2.98		1.04
Interest Income (FTE) / Avg. Interest Earning Assets	5.76	%	5.02	%			5.65	%	5.06	%
Interest Bearing Deposits:
Bank Issued Interest Bearing Activity	1.70	%	0.64	%			1.54	%	0.63	%
Bank Issued Time	3.02		2.38				2.89		2.38
Total Bank Issued Deposits	2.10		1.06				1.93		1.06
Wholesale Deposits	3.00		1.61				2.80		1.65
Total Interest Bearing Deposits	2.39		1.23				2.22		1.23
Short - Term  Borrowings	3.36		1.76				3.23		1.81
Long - Term  Borrowings	3.91		3.57				3.88		3.63
Interest Expense / Avg. Interest Bearing Liabilities	2.87	%	1.70	%			2.72	%	1.71	%
Net Interest Margin(FTE) / Avg. Earning Assets	3.33	%	3.61	%			3.35	%	3.65	%
Interest Spread (FTE)	2.89	%	3.32	%			2.93	%	3.35	%
Notes:   (a)   Includes Loans past due 90 days or more
(b)   Based on average balances excluding fair value adjustments for available for sale securities.