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 24, 2007

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 8.01.

Other Events.

On April 24, 2007, Marshall & Ilsley Corporation issued a press release announcing events which took place in connection with its 2007 Annual Meeting of Shareholders, as well as the reconfirmation of its share repurchase program.  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 24, 2007

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 24, 2007	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 24, 2007

EX-99.1

Exhibit 99.1

News Release		Marshall & Ilsley Corporation
		770 North Water Street
		Milwaukee, WI 53202
		414 765-7700 Main
		414 298-2921 Fax
		mibank.com
For Release:	Immediately
Contact:	Greg Smith, senior vice president, chief financial officer 414 765-7727 Dave Urban, vice president, director of investor relations 414 765-7853

MARK F. FURLONG SUCCEEDS DENNIS J. KUESTER AS CEO OF MARSHALL & ILSLEY CORPORATION

· Board announces 14.8 percent increase to quarterly cash dividend

· David S. Lubar elected to board of directors

Milwaukee, Wis. – April 24, 2007 – Marshall & Ilsley Corporation (NYSE: M&I) announced that Dennis J. Kuester, 65, retired as CEO today in connection with the Corporation’s Annual Meeting of Shareholders.  He is succeeded by Mark F. Furlong, 50, who will serve as CEO of both the Corporation and M&I Marshall & Ilsley Bank. Kuester will continue to serve as chairman of the board.  This transition was announced in December 2006 as part of the Corporation’s succession plan for senior executives.

Marshall & Ilsley Corporation’s board of directors has increased the quarterly cash dividend on its common stock 14.8 percent to $0.31 per share from $0.27 per share. The cash dividend is payable on June 8, 2007, to shareholders of record at the close of business as of May 25, 2007.

David J. Lubar was elected to Marshall & Ilsley Corporation’s board of directors.  Lubar, 52, is president of Lubar & Co. Incorporated, a private equity investment firm and family office located in Milwaukee. He serves on the boards of directors for Lubar & Co., Lake Express, Marshall Erdman & Associates, Rockland Industrial Products, Wrightwood Capital, the Milwaukee Brewers Baseball Club, the Wisconsin Policy Research Institute, and the Metropolitan Milwaukee Association of Commerce. In addition, Lubar serves on the advisory board for the University of Wisconsin-Milwaukee School of Business.

In addition, the following directors were re-elected:

Jon F. Chait, chairman of the board and CEO of Hudson Highland Group, Inc.

Dennis J. Kuester, chairman of the board

San W. Orr, Jr., chairman of the board and director of Wausau Paper Corp.

Debra S. Waller, chairman of the board and CEO of Jockey International, Inc.

George E. Wardeberg, retired, vice chairman of the board, Wisconsin Energy Corporation.

Shareholders also approved an amendment to the Company’s Restated Articles of Incorporation to declassify the board of directors.  In addition, shareholders approved the Marshall & Ilsley Corporation 2007 Equity Incentive Plan and the appointment of Deloitte & Touche LLP to audit the financial statements of the Company for 2007.

The board of directors also 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. Purchases under this program may be made in open market or private transactions, in block trades, or in accelerated share repurchase programs or similar facilities.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $56.5 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank is the largest Wisconsin-based bank, with 193 offices throughout the state. In addition, M&I has 47 locations throughout Arizona; 30 offices along Florida’s west coast and central Florida; 17 offices in Kansas City and nearby communities; 17 offices in metropolitan Minneapolis/St. Paul, and one in Duluth, Minn.; three offices in Tulsa, Okla.; and one office in Las Vegas, Nev. M&I’s Southwest Bank subsidiary has 16 offices in the greater St. Louis area. Metavante Corporation, a wholly owned subsidiary, provides a full array of technology products and services for the financial services industry. On April 3, 2007, Marshall & Ilsley Corporation announced its plans to split Metavante Corporation and Marshall & Ilsley Corpo ration into independent publicly traded companies. 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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