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):  August 26, 2004



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 Securities 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 August 26, 2004, Marshall & Ilsley Corporation (“M&I”) issued a press release announcing that John M. Presley will join M&I as Senior Vice President and Chief Financial Officer.  Mr. Presley, age 43, is currently the Chief Financial Officer of National Commerce Financial Corporation in Memphis, Tennessee.  National Commerce is scheduled to be acquired by SunTrust Banks Inc. later this year, and Mr. Presley’s appointment as an officer of M&I will become effective upon completion of his duties in connection with the acquisition.  Mr. Presley has been with National Commerce in various capacities since 1989.

It is expected that M&I will enter into a change of control agreement with Mr. Presley upon commencement of his employment with M&I.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Exhibits.

Exhibit No.

Description

  

99.1

Press Release dated August 26, 2004

























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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:  August 27, 2004

MARSHALL & ILSLEY CORPORATION

  
  
 

By:/s/ Randall J. Erickson                         

 

Randall J. Erickson

Senior Vice President, General Counsel and Secretary




























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EXHIBIT INDEX



Exhibit No.

Description

  

99.1

Press Release dated August 26, 2004




































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