MARSHALL & ILSLEY CORPORATION





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 26, 2005



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:


o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o

Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)


o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o

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 26, 2005, the board of directors of Marshall & Ilsley Corporation (“M&I”) 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 in order to have treasury shares available for employee benefit plans and for other corporate purposes.  Purchases under the program may be made in open market or private transactions, in block trades, or in accelerated share repurchase programs or similar facilities.

Also on April 26, 2005, M&I issued a press release announcing events which took place in connection with its 2005 Annual Shareholders’ Meeting.  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 26, 2005



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 26, 2005

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 26, 2005