<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
_________________
Talley Industries, Inc.
_______________________
(Name of Issuer)
Preferred Stock Series B Convertible
____________________________________
(Title of Class of Securities)
874687304
_________
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent (5%) of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent (5%) or less of such
class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP No. 874687304
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Reporting Person:
MARSHALL & ILSLEY CORPORATION, I.D. No. 39-0452805
_____________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ]
(b) [ ]
_____________________________________________________________________________
3) SEC Use Only
_____________________________________________________________________________
4) Citizenship or Place of Organization:
MARSHALL & ILSLEY CORPORATION IS A WISCONSIN CORPORATION
_____________________________________________________________________________
Number of Shares 5) Sole Voting Power: 0.00
Beneficially Owned _______________________________________________
by Each Reporting
Person With: 6) Shared Voting Power: 394,294.00*
(pass-through voting)
_______________________________________________
7) Sole Dispositive Power: 394,294.00
_______________________________________________
8) Shared Dispositive Power: 0.00
_____________________________________________________________________________
9) Aggregate Amount Beneficially Owned by Each Reporting
Person:
394,294.00
_____________________________________________________________________________
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions):
_____________________________________________________________________________
11) Percent of Class Represented by Amount in Row 9:
25.47%
_____________________________________________________________________________
12) Type of Reporting Person (See Instructions):
HC
_____________________________________________________________________________
* The shares reported are held pursuant to an employee benefit plan
and involve pass-through voting rights to the plan participants.
However, the voting rights not exercised by the participants are
voted by M&I Marshall & Ilsley Trust Company of Arizona.
Page 2 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INSTRUCTIONS:
A. Statements containing the information required by this Schedule shall
be filed not later than February 14 following the calendar year covered
by the statement or within the time specified in Rule 13d-1(b)(2), if
applicable.
B. Information contained in a form which is required to be filed by
rules under Section 13(f) (15 USC 78m(f)) for the same calendar year as
that covered by a statement on this Schedule may be incorporated by
reference in response to any of the items of this Schedule. If such
information is incorporated by reference in this Schedule, copies of the
relevant pages of such form shall be filed as an exhibit to this
Schedule.
C. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
Item 1(a). Name of Issuer:
Talley Industries, Inc.
_______________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
2702 North 44th Street, Phoenix, AZ 85008
_______________________________________________________________________
Item 2(a). Name of Person Filing:
Marshall & Ilsley Corporation
________________________________________________________________________
Item 2(b). Address or Principal Business Office or, if none, Residence:
770 N. Water Street, Milwaukee, Wisconsin
_______________________________________________________________________
Item 2(c). Citizenship:
Wisconsin Corporation
_______________________________________________________________________
Item 2(d). Title of Class of Securities:
Preferred Stock Series B Convertible, $1.00 par value
_______________________________________________________________________
Item 2(e). CUSIP Number:
874687304
_______________________________________________________________________
Page 3 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Item 3. If this statement is filed pursuant to rules 13d-l(b)(1), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment fund: see Sec.
240.13d-l(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with Sec.
240.13d-l(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Sec. 240.13d-l(b)(1)(h)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned:
394,294.00
_______________________________________________________________________
(b) Percent of Class:
25.47%
_______________________________________________________________________
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0.00
(ii) Shared power to vote or to direct the vote
394,294.00 (pass-through voting)
(iii) Sole power to dispose or to direct the disposition of
394,294.00
(iv) Shared power to dispose or to direct the disposition of
0.00
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
_______________________________________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
The following person is believed to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from
the sale of the securities:
Talley Savings Plus Plan - 401(K)
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
The parent holding company has filed this schedule pursuant
to Rule 13d-l(c) and each relevant subsidiary hereby consents
to the filing of this statement on its behalf by the parent
company:
Page 4 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
M&I Marshall & Ilsley Trust Company of Arizona
an Arizona trust company
Tax Identification No. 86-0320597
Item 8. Identification and Classification of Members of the Group.
Not Applicable
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Not Applicable
_______________________________________________________________________
Item 10. Certification.
The following certification shall be included if the statement is filed
pursuant to Rule 13d-l(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date March 11, 1994
___________________________________________________________
Signature /s/ Patricia R. Justiliano
___________________________________________________________
Name/Title Patricia R. Justiliano
Vice President & Corporate Controller
___________________________________________________________
Page 5 of 5 Pages
