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 21, 2003





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








Item 7.  Exhibits.


On October 21, 2003, Marshall & Ilsley Corporation entered into a Selling Agent Agreement (the “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated relating to its previously established MiNotes medium term note program.  The MiNotes offering is registered with the SEC on Form S-3 (Reg. No. 333-33814).  The purpose of this current report is to file the Agreement with the SEC.


(c)

Exhibits


Exhibit No.

Description

  

1.1

Selling Agent Agreement dated October 21, 2003



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 23, 2003

MARSHALL & ILSLEY CORPORATION

  
  
 

By:  /s/ Randall J. Erickson_________________

 

Randall J. Erickson

Senior Vice President, General Counsel and Secretary



EXHIBIT INDEX



Exhibit No.

Description

  

1.1

Selling Agent Agreement dated October 21, 2003