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):  October 14, 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 October 14, 2005, Marshall & Ilsley Corporation (the “Company”) issued a press release announcing its results of operations for the quarter ended September 30, 2005.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01.  Other Events.

On October 14, 2005, the Company reported 2005 third quarter net income of $0.78 per diluted share, or $184.1 million, as compared to $0.69 per diluted share, or $155.4 million, in the third quarter of 2004.  Third quarter net income per share increased 13.0 percent over the same period in 2004.

The Company’s third quarter results include gains of $0.02 per share resulting primarily from the sale of shares of a company pursuant to a tender offer by the issuer of such shares.

The Company’s net income for the nine months ended September 30, 2005 was $542.2 million, or $2.32 per diluted share, compared to $453.3 million, or $2.01 per diluted share, in the nine months ended September 30, 2004.

The Company’s return on average assets based on net income for the third quarter was 1.66 percent, as compared to 1.63 percent for the same period in 2004.  Return on average equity based on net income was 16.49 percent this quarter as compared to 17.58 percent for the third quarter of 2004.

The Company’s provision for loan and lease losses was $9.9 million in the third quarter of 2005, versus $6.9 million in the same period last year.  Net charge-offs for the period were $7.8 million, or 0.10 percent of total average loans and leases outstanding this quarter, and $6.7 million a year ago or 0.10 percent of total average loans and leases.  At September 30, 2005, the allowance for loan and lease losses was 1.09 percent of total loans and leases, compared to 1.27 percent a year earlier.  Nonperforming loans and leases were 0.44 percent of total loans and leases at September 30, 2005, and 0.51 percent at September 30, 2004.

Assets at September 30, 2005 were $45.0 billion, compared to $39.0 billion at September 30, 2004. Book value per share was $19.51 at September 30, 2005, compared to $16.19 for the same date a year ago.  Total loans and leases were $33.1 billion, compared to $28.1 billion at September 30, 2004.

*     *     *

This report contains forward-looking statements concerning the Company’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 the Company’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 the Company’s SEC filings.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 14, 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:  October 14, 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 October 14, 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 and chief financial officer, 414 765-7833 Don Wilson, senior vice president, corporate treasurer, 414 765-8043

MARSHALL & ILSLEY CORPORATION ANNOUNCES THIRD QUARTER RESULTS

Milwaukee, Wis. – Oct. 14, 2005 – Marshall & Ilsley Corporation (NYSE: MI) today reported 2005 third quarter net income of $0.78 per diluted share, or $184.1 million, as compared to $0.69 per diluted share, or $155.4 million, in the third quarter of 2004. Third quarter net income per share increased 13.0 percent over the same period in 2004.

Third quarter results include gains of $0.02 per share resulting primarily from the sale of shares of a company pursuant to a tender offer by the issuer of such shares.

Net income for the nine months ended September 30, 2005 was $542.2 million, or $2.32 per diluted share, compared to $453.3 million, or $2.01 per diluted share, in the nine months ended September 30, 2004.  

Return on average assets based on net income for the third quarter was 1.66 percent, as compared to 1.63 percent for the same period in 2004. Return on average equity based on net income was 16.49 percent this quarter as compared to 17.58 percent for the third quarter of 2004.  

The Corporation’s provision for loan and lease losses was $9.9 million in the third quarter of 2005, versus $6.9 million in the same period last year. Net charge-offs for the period were $7.8 million, or 0.10 percent of total average loans and leases outstanding this quarter, and $6.7 million a year ago or 0.10 percent of total average loans and leases. At September 30, 2005, the allowance for loan and lease losses was 1.09 percent of total loans and leases, compared to 1.27 percent a year earlier. Nonperforming loans and leases were 0.44 percent of total loans and leases at September 30, 2005, and 0.51 percent at September 30, 2004.

Assets at September 30, 2005 were $45.0 billion, compared to $39.0 billion at September 30, 2004. Book value per share was $19.51 at September 30, 2005, compared to $16.19 for the same date a year ago. Total loans and leases were $33.1 billion, compared to $28.1 billion at September 30, 2004.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $45.0 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank is the largest Wisconsin-based bank. M&I Bank has 198 offices throughout the state, in addition to 36 locations throughout Arizona; 13 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, investment s, 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 Friday, October 14, regarding third quarter earnings. For those interested in listening, please call 1-800-437-3848 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 October 21, 5:00 p.m. Central Daylight Time by calling 1-800-839-6713 and entering pass code 737 98 41 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 October 14.

M&I  Corporation
Financial Information
(unaudited)
	Three Months Ended						Nine Months Ended
	September 30,		September  30,		Percent		September 30,		September 30,		Percent
	2005		2004		Change		2005		2004		Change
PER SHARE DATA
Diluted:
Net  Income	$0.78		$0.69		13.0	%	$2.32		$2.01		15.4	%
Basic:
Net  Income	0.79		0.70		12.9		2.36		2.04		15.7
Dividend Declared	0.240		0.210		14.3		0.690		0.600		15.0
Book Value	19.51		16.19		20.5		19.51		16.19		20.5
Shares  Outstanding (millions):
Average - Diluted	237.0		226.2		4.8		233.7		225.9		3.5
End of Period	234.4		223.1		5.1		234.4		223.1		5.1
INCOME STATEMENT ($millions)
Net Interest Income (FTE)	$321.7		$289.3		11.2	%	$934.9		$867.8		7.7	%
Provision for Loan and Lease Losses	9.9		6.9		43.5		31.8		25.1		26.7
Data Processing Services	285.0		239.0		19.2		829.0		622.4		33.2
Item Processing	11.0		10.3		6.8		32.3		32.6		-0.9
Trust Services	41.9		37.5		11.7		123.4		111.7		10.5
Service Charge on Deposits	23.8		25.0		-4.8		71.3		75.6		-5.7
Mortgage Banking	14.7		8.9		65.2		33.1		27.5		20.4
Net Investment Securities Gains (Losses)	7.4		0.5		n.m.		42.6		-		n.m.
All Other	54.9		46.7		17.6		159.1		141.5		12.4
Total Non-Interest Revenues	438.7		367.9		19.2		1,290.8		1,011.3		27.6
Salaries and Employee Benefits	271.3		231.5		17.2		772.2		647.3		19.3
Occupancy and Equipment	54.6		50.8		7.5		158.8		142.6		11.4
Intangible Amortization	6.1		8.3		-26.5		22.3		19.2		16.1
Other	131.8		117.5		12.2		399.5		336.0		18.9
Total Non-Interest Expenses	463.8		408.1		13.6		1,352.8		1,145.1		18.1
Tax Equivalent Adjustment	8.5		8.2		3.7		25.1		24.0		4.6
Pre-Tax Earnings	278.2		234.0		18.9		816.0		684.9		19.1
Income Taxes	94.1		78.6		19.7		273.8		231.6		18.2
Net  Income	$184.1		$155.4		18.5	%	$542.2		$453.3		19.6	%
KEY  RATIOS
Net Interest Margin (FTE) / Avg. Earning     Assets	3.27	%	3.42	%			3.32	%	3.57	%
Interest Spread (FTE)	2.78		3.11				2.88		3.27
Efficiency  Ratio	61.6		62.2				61.1		61.0
Efficiency  Ratio  without  Metavante	48.7		49.0				48.4		49.0
Return on Assets	1.66		1.63				1.70		1.67
Return on Equity	16.49		17.58				17.32		17.64
Equity / Assets (End of Period)	10.10		9.21				10.10		9.21
M&I  Corporation
Financial Information
(unaudited)
	As of
	September 30,		September 30,		Percent
ASSETS ($millions)	2005		2004		Change
Cash & Due  From  Banks	$1,080		$887		21.8	%
Trading Securities	28		36		-22.2
Short - Term  Investments	306		162		88.9
Investment  Securities	6,330		6,079		4.1
Loans and Leases:
Commercial  Loans & Leases	9,721		8,326		16.8
Commercial  Real  Estate	10,259		9,127		12.4
Residential  Real  Estate	6,491		3,995		62.5
Home Equity Loans & Lines	4,916		5,033		-2.3
Personal  Loans and Leases	1,719		1,664		3.3
Total  Loans and Leases	33,106		28,145		17.6
Reserve for Loan & Leases Losses	(362)		(358)		1.1
Premises and Equipment, net	469		461		1.7
Goodwill and Intangibles	2,388		2,042		16.9
Other  Assets	1,650		1,526		8.1
Total  Assets	$44,995		$38,980		15.4	%
LIABILITIES & SHAREHOLDERS' EQUITY ($millions)
Deposits:
Noninterest Bearing	$5,224		$4,753		9.9	%
Bank Issued Interest Bearing Activity	10,075		9,835		2.4
Bank Issued Time	4,790		3,529		35.7
Total Bank Issued Deposits	20,089		18,117		10.9
Wholesale Deposits	6,902		6,769		2.0
Total  Deposits	26,991		24,886		8.5
Short - Term  Borrowings	5,497		4,622		18.9
Long - Term  Borrowings	6,375		4,486		42.1
Other  Liabilities	1,588		1,398		13.6
Shareholders'  Equity	4,544		3,588		26.6
Total  Liabilities  &  Shareholders'  Equity	$44,995		$38,980		15.4	%
	Three Months Ended						Nine Months Ended
	September 30,		September 30,		Percent		September 30,		September 30,		Percent
AVERAGE  ASSETS ($millions)	2005		2004		Change		2005		2004		Change
Cash & Due  From  Banks	$993		$853		16.4	%	$950		$809		17.4	%
Trading Securities	26		23		13.0		25		23		8.7
Short - Term  Investments	273		166		64.5		244		181		34.8
Investment  Securities	6,209		5,935		4.6		6,158		5,819		5.8
Loans and Leases:
Commercial  Loans & Leases	9,588		8,191		17.1		9,270		7,864		17.9
Commercial  Real  Estate	10,145		8,926		13.7		9,846		8,611		14.3
Residential  Real  Estate	6,170		3,794		62.6		5,427		3,509		54.7
Home Equity Loans and Lines	4,905		4,894		0.2		5,044		4,674		7.9
Personal  Loans and Leases	1,671		1,695		-1.4		1,642		1,824		-10.0
Total  Loans and Leases	32,479		27,500		18.1		31,229		26,482		17.9
Reserve  for  Loan  &  Leases  Losses	(364)		(362)		0.6		(362)		(359)		0.8
Premises and Equipment, net	459		458		0.2		452		444		1.8
Goodwill and Intangibles	2,317		1,821		27.2		2,205		1,367		61.3
Other  Assets	1,743		1,622		7.5		1,720		1,584		8.6
Total  Assets	$44,135		$38,016		16.1	%	$42,621		$36,350		17.3	%
Memo:
Average Earning Assets	$38,987		$33,624				$37,656		$32,505
Average Earning Assets Excluding Investment     Securities
Unrealized Gains/Losses	$38,979		$33,616				$37,636		$32,467
AVG  LIABILITIES & SHAREHOLDERS' EQUITY ($millions)
Deposits:
Noninterest Bearing	$5,049		$4,638		8.9	%	$4,858		$4,490		8.2	%
Bank Issued Interest Bearing Activity	10,028		9,913		1.2		9,919		9,967		-0.5
Bank Issued Time	4,516		3,458		30.6		4,192		3,314		26.5
Total Bank Issued Deposits	19,593		18,009		8.8		18,969		17,771		6.7
Wholesale Deposits	6,759		6,625		2.0		6,720		5,786		16.1
Total  Deposits	26,352		24,634		7.0		25,689		23,557		9.1
Short - Term  Borrowings	2,859		2,494		14.6		3,048		3,058		-0.3
Long - Term  Borrowings	8,686		5,900		47.2		7,942		4,952		60.4
Other  Liabilities	1,807		1,470		22.9		1,756		1,350		30.1
Shareholders'  Equity	4,431		3,518		26.0		4,186		3,433		21.9
Total  Liabilities  &  Shareholders'  Equity	$44,135		$38,016		16.1	%	$42,621		$36,350		17.3	%
Memo:
Average Interest Bearing Liabilities	$32,848		$28,390				$31,821		$27,077
M&I  Corporation
Financial Information
(unaudited)
	Three Months Ended						Nine Months Ended
	September 30,		September 30,		Percent		September 30,		September 30,		Percent
	2005		2004		Change		2005		2004		Change
CREDIT  QUALITY (a)
Net Charge-Offs ($millions)	$7.8		$6.7		16.4	%	$27.7		$16.6		66.9	%
Net Charge-Offs / Average Loans & Leases	0.10	%	0.10	%			0.12	%	0.08	%
Loan and Lease Loss  Reserve ($millions)	$362.3		$358.1		1.2	%	$362.3		$358.1		1.2	%
Loan and Lease Loss  Reserve / Period-End     Loans & Leases	1.09	%	1.27	%			1.09	%	1.27	%
Non-Performing Loans & Leases (NPL)     ($millions)	$147.3		$142.5		3.4	%	$147.3		$142.5		3.4	%
NPL's / Period-End Loans & Leases	0.44	%	0.51	%			0.44	%	0.51	%
Loan and Lease Loss Reserve / Non-Performing     Loans & Leases	246	%	251	%			246	%	251	%
MARGIN  ANALYSIS (b)
Loans and Leases:
Commercial  Loans & Leases	6.08	%	4.82	%			5.76	%	4.70	%
Commercial  Real  Estate	6.26		5.38				6.07		5.36
Residential  Real  Estate	6.14		5.48				5.94		5.49
Home Equity Loans and Lines	6.05		5.15				5.92		5.24
Personal  Loans and Leases	6.13		5.09				5.83		5.07
Total  Loans and Leases	6.14		5.17				5.92		5.14
Investment  Securities	4.99		4.99				5.01		4.95
Short - Term  Investments	3.60		1.55				3.21		1.20
Interest Income (FTE) / Avg. Interest Earning     Assets	5.94	%	5.12	%			5.75	%	5.08	%
Interest Bearing Deposits:
Bank Issued Interest Bearing Activity	2.06	%	0.79	%			1.72	%	0.68	%
Bank Issued Time	3.29		2.47				3.03		2.41
Total Bank Issued Deposits	2.44		1.23				2.11		1.12
Wholesale Deposits	3.29		1.96				2.97		1.77
Total Interest Bearing Deposits	2.71		1.47				2.39		1.31
Short - Term  Borrowings	3.88		2.29				3.43		1.94
Long - Term  Borrowings	4.04		3.69				3.94		3.66
Interest Expense / Avg. Interest Bearing     Liabilities	3.16	%	2.01	%			2.87	%	1.81	%
Net Interest Margin(FTE) / Avg. Earning Assets	3.27	%	3.42	%			3.32	%	3.57	%
Interest Spread (FTE)	2.78	%	3.11	%			2.88	%	3.27	%
Notes:   (a)   Includes Loans past due 90 days or more
(b)   Based on average balances excluding fair value adjustments for available for sale securities.