8-K

          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):  December 13, 1996



             MARSHALL & ILSLEY CORPORATION
(Exact name of registrant as specified in its charter)


     Wisconsin             0-1220           39-0968604
  (State or other       (Commission        (IRS Employer
  jurisdiction of       File Number)       Identification
   incorporation)                               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



     Item 5.  Other Events.

Marshall & Ilsley Corporation issued a press release on
December 13, 1996, announcing the sale of $200 million
of Trust Preferred Stock through M&I Capital Trust A in
an institutional private placement.

     Item 7.  Financial Statements and Exhibits

(c)  Exhibits

     99.1 Press Release issued by Marshall & Ilsley
Corporation on December 13, 1996.



                      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:  December 19, 1996       MARSHALL & ILSLEY
CORPORATION



                                By: /s/ M.A. Hatfield
                                    -----------------------------------
                                    M.A. Hatfield
                                    Senior Vice President and Secretary



                    EXHIBIT INDEX


       Exhibit No.              Description

       99.1                     Press Release

EX-99.1

News Release

Marshall & Ilsley Corporation
770 North Water Street/Milwaukee, Wisconsin 53202


For release:  Immediately

For further information:  M.A. Hatfield (414) 765-7809


            MARSHALL & ILSLEY CORPORATION.
       SELLS $ 200 MILLION TRUST PREFERRED STOCK

   Milwaukee, Wisconsin--December 13, 1996 -- Marshall
& Ilsley Corporation today announced it has sold $ 200
million of Trust Preferred Stock through M&I Capital
Trust A in an institutional private placement.  The
stock has a dividend rate of 7.65 percent.  The
regulators consider the Trust Preferred Stock to be
Tier 1 capital for the Corporation.
   
   Proceeds of the transaction will be used for
general corporate purposes and to continue repurchasing
M&I common shares.
   
   The Trust Preferred Stock has not been registered
under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an
applicable exemption from such registration.
   
   Marshall & Ilsley Corporation, with headquarters in
Milwaukee, Wisconsin, has over $14.4 billion in assets.
The Corporation has 29 affiliate banks serving the
state from more than 225 offices and one bank in
Phoenix, Arizona, with 12 offices.  Marshall & Ilsley
Corporation stock is traded on NASDAQ under the symbol
"MRIS."