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):  May 8, 2006

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 Exchange 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 May 8, 2006, Marshall & Ilsley Corporation (the “Company”) issued a press release announcing that Gregory A. Smith will join the Company as its Senior Vice President and Chief Financial Officer in June 2006.  Mr. Smith, age 42, has been Managing Director, Investment Banking for Midwest Financial Institutions at Credit Suisse First Boston since 2004.  From 2000 to 2004, Mr. Smith was Managing Director, Investment Banking for Midwest Depository Institutions at UBS Investment Bank.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Further information regarding the terms of Mr. Smith’s employment arrangements with the Company is unavailable at the time of this filing and will be included in an amendment to this Form 8-K at such time as the information becomes available.

Item 9.01.  Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 8, 2006

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:  May 8, 2006	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 May 8, 2006

EX-99.1

			Exhibit 99.1
	News Release		Marshall & Ilsley Corporation
			770 North Water Street
			Milwaukee, Wisconsin 53202
			414 765-7700 Main
			414 298-2921 Fax
			mibank.com
	For Release:	Immediately
	Contact:	Mark Furlong, president 414 765-8052 Dave Urban, vice president, corporate treasury 414 765-7853

GREGORY A. SMITH TO JOIN MARSHALL & ILSLEY CORPORATION AS

CHIEF FINANCIAL OFFICER

Milwaukee, Wis. – May 8, 2006 – Marshall & Ilsley Corporation (NYSE: MI) today announced that Gregory A. Smith, 42, will join M&I as Senior Vice President and Chief Financial Officer, in June. Mr. Smith has worked in investment banking since 1990, most recently as a Managing Director, specializing in midwest financial institutions for Credit Suisse in Chicago.

“Greg has been advising M&I on a variety of matters since 1990, including matters related to the debt and capital structure of the organization. He has also assisted in the evaluation of several corporate strategies. In this role, he has had the opportunity to work closely with both M&I’s and Metavante’s senior management teams,” said Dennis Kuester, Chairman and CEO, Marshall & Ilsley Corporation. “In addition, he brings a deep background in finance, critical to his role as CFO.”

Mr. Smith earned a bachelor’s degree in economics and graduated with cum laude honors from Princeton University and earned an MBA from the University of Chicago, Graduate School of Business.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $52 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank is the largest Wisconsin-based bank. M&I Bank has 196 offices throughout the state, in addition to 42 locations throughout Arizona; 15 offices on Florida’s west coast; 11 offices in Kansas; six offices in Missouri; three offices in Oklahoma; 14 offices in metropolitan Minneapolis/St. Paul, Minn.; and locations in Duluth, Minn.; and Las Vegas, Nev. M&I’s Southwest Bank affiliate has eight offices in the St. Louis area and one office in Belleville, Ill. M&I’s Missouri State Bank affiliate has seven offices in the St. Louis area. 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.

###