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 25, 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 October 25, 2007, Marshall & Ilsley Corporation (the “Corporation”) issued a press release announcing that its shareholders have approved the transactions that will split the Corporation and Metavante Corporation into independent public companies.  The press release also stated that, assuming satisfaction of all remaining closing conditions, the Corporation expects to complete the transaction on November 1, 2007.  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 October 25, 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:  October 25, 2007	MARSHALL & ILSLEY CORPORATION
	By: /s/ Randall J. Erickson
	Randall J. Erickson Senior Vice President, Chief Administrative Officer and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 25, 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:	Randall J. Erickson Marshall & Ilsley Corporation 414 765-7809

MARSHALL & ILSLEY CORPORATION SHAREHOLDERS APPROVE

TRANSACTION TO SPLIT COMPANIES

Milwaukee, Wis. – Oct. 25, 2007 – Marshall & Ilsley Corporation (NYSE: MI) (M&I) announced today that its shareholders approved the transactions that will split Marshall & Ilsley Corporation and Metavante Corporation into independent public companies.

Assuming satisfaction of all remaining closing conditions, M&I expects to complete the transaction on November 1, 2007.

The shares of each company’s common stock have been authorized for listing on the New York Stock Exchange. Beginning on November 2, 2007, new Marshall & Ilsley Corporation will be traded under the same symbol as old Marshall & Ilsley Corporation, “MI”, and Metavante Technologies, Inc. (the name of the new holding company) will be traded under the symbol “MV.”

The NYSE has informed Marshall & Ilsley Corporation that, assuming a November 1, 2007 closing date, the common stock of new Marshall & Ilsley Corporation, Metavante, and old Marshall & Ilsley Corporation will trade as follows:

§

Shares of old Marshall & Ilsley Corporation will continue to trade on the NYSE under the symbol “MI” up to and including November 1, 2007.

§

The NYSE will establish when-issued trading markets for the stock of new Marshall & Ilsley Corporation and Metavante Technologies, Inc. beginning on October 29, 2007, under the symbols “MI WI” and “MV WI”, respectively.

§

When-issued trading in the stock of new Marshall & Ilsley Corporation and Metavante Technologies, Inc. will end on the close of trading on November 1, 2007.

§

Following November 1, 2007, shares of old Marshall & Ilsley Corporation will no longer trade on the NYSE or any other market.

§

Regular trading in the stock of new Marshall & Ilsley Corporation and Metavante Technologies, Inc. will begin on November 2, 2007, under the symbols “MI” and “MV”, respectively.

Accordingly, if shareholders sell their shares of old Marshall & Ilsley Corporation on or prior to November 1, 2007, they will not receive shares of new Marshall & Ilsley Corporation or Metavante Technologies, Inc.

Marshall & Ilsley Corporation (NYSE: MI) is a diversified financial services corporation headquartered in Milwaukee, Wis., with $60.8 billion in assets. Founded in 1847, M&I Marshall & Ilsley Bank is the largest Wisconsin-based bank, with 192 offices throughout the state. In addition, M&I has 49 locations throughout Arizona; 30 offices along Florida’s west coast and in central Florida; 14 offices in Kansas City and nearby communities; 22 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 17 offices in the greater St. Louis area.  On April 3, 2007, Marshall & Ilsley Corporation announced its plans to split Metavante Corporation and Marshall & Ilsley Corporation into independent publicly traded companies. M&I also provides trust and investment management, e quipment 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.

Metavante Corporation delivers banking and payments technologies to over 8,600 financial services firms and businesses worldwide. Metavante products and services drive account processing for deposit, loan and trust systems, image-based and conventional check processing, electronic funds transfer, consumer healthcare payments, electronic presentment and payment, and business transformation services. Headquartered in Milwaukee, Metavante (www.metavante.com) is wholly owned by Marshall & Ilsley Corporation (NYSE: MI).

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