Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Benschoter Ann M.
 2. Date of Event Requiring Statement (Month/Day/Year)
12/18/2008		 3. Issuer Name and Ticker or Trading Symbol
MARSHALL & ILSLEY CORP [MI]
(Last)
(First)
(Middle)
770 N. WATER STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MILWAUKEE, WI 53202		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 6,271
D
 
Common Stock 2,877.567
I
By Deferred Compensation Plan
Common Stock 2,166.57
I
By Retirement Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) 10/19/2017 Common Stock 20,043 $ 31.4024 D  
Stock Option (Right to Buy)   (2) 10/25/2012 Common Stock 12,026 $ 21.3665 D  
Stock Option (Right to Buy)   (3) 10/27/2013 Common Stock 10,022 $ 26.0364 D  
Stock Option (Right to Buy)   (4) 10/27/2014 Common Stock 13,028 $ 31.3949 D  
Stock Option (Right to Buy)   (5) 10/28/2015 Common Stock 20,043 $ 32.046 D  
Stock Option (Right to Buy) 10/29/2009(6) 10/29/2018 Common Stock 23,100 $ 18.66 D  
Stock Option (Right to Buy)   (7) 10/30/2016 Common Stock 18,039 $ 35.975 D  
Stock Option (Right to Buy)   (8) 12/16/2009 Common Stock 2,672 $ 23.013 D  
Stock Option (Right to Buy)   (9) 12/20/2011 Common Stock 10,690 $ 23.911 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Benschoter Ann M.
770 N. WATER STREET
MILWAUKEE, WI 53202		       Senior Vice President  

Signatures

/s/ Jodi W. Rosenthal, attorney-in-fact 12/05/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Vests in three equal installments commencing on the first anniversary of the original grant date of 10/19/2007.
(2) Vests in three equal installments commencing on the first anniversary of the original grant date of 10/25/2002.
(3) Vests in three equal installments commencing on the first anniversary of the original grant date of 10/27/2003.
(4) Vests in three equal installments commencing on the first anniversary of the original grant date of 10/27/2004.
(5) Vests in three equal installments commencing on the first anniversary of the original grant date of 10/28/2005.
(6) Vests in three equal annual installments commencing on 10/29/2009.
(7) Vests in three equal installments commencing on the first anniversary of the original grant date of 10/30/2006.
(8) Vests in three equal installments commencing on the first anniversary of the original grant date of 12/16/1999.
(9) Vests in three equal installments commencing on the first anniversary of the original grant date of 12/20/2001.

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