UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
MARSHALL & ILSLEY CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
N/A
(CUSIP Number)
Check the following box if a fee is being paid with this
statement . (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 of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent 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>
CUSIP No. N/A 13G Page 2 of 6 Pages
Amendment No. 8
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Northwestern Mutual Life Insurance Company
39-0509570
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 8,665,374
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING
PERSON 0
WITH
7. SOLE DISPOSITIVE POWER
8,665,374
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,665,374
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6% on a fully diluted basis
12. TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. N/A 13G Page 3 of 6 Pages
Amendment No. 8
Item 1
(a) Name of Issuer: Marshall & Ilsley Corporation
(b) Address of Issuer's Principal Executive Offices:
770 N. Water Street, Milwaukee, WI 53202
Item 2
(a) Name of Person Filing: The Northwestern Mutual Life
Insurance Company
(b) Address of Principal Business Office: 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202
(c) Citizenship: Wisconsin
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: N/A
Item 3 If this statement is filed pursuant to Rule 13d-1(b),
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) [X] 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 Rule
13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(H)(1)
<PAGE>
CUSIP No. N/A 13G Page 4 of 6 Pages
Amendment No. 8
Item 4 Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
Also see Attachment A hereto.
(a) Amount Beneficially Owned: 8,665,374
(b) Percent of Class: 8.6% on a fully diluted basis
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
8,665,374
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 8,665,374
(iv) shared power to dispose or to direct the
disposition of: 0
Instruction: For computations regarding securities which
represent a right to acquire an underlying security see Rule 13d-
3(d)(1).
Item 5 Ownership of Five percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of a class of
securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of
Another Person N/A
Item 7 Identification and Classification of the Subsidiary
Which Acquired a Security Being Reported on By the
Parent Holding Company N/A
Item 8 Identification and Classification of Members of the
Group N/A
<PAGE>
CUSIP No. N/A 13G Page 5 of 6 Pages
Amendment No. 8
Item 9 Notice of Dissolution of Group
N/A
Item 10 Certification
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 of effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the correct information set forth in this
statement is true, complete and correct.
February 8, 1995
Date
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: PAUL E. MCELWEE
Paul E. McElwee
Assistant General Counsel
<PAGE>
CUSIP No. N/A 13G Page 6 of 6 Pages
Amendment No. 8
ATTACHMENT A
The securities (the "Securities") which are the subject of
this filing consist of 3,844,229 shares of common stock which may
be acquired by conversion of a Convertible Subordinated Note
Agreement dated December 31, 1985, 3,832,957 shares of common
stock which may be acquired by conversion of 348,944 shares of
convertible preferred stock and an additional 988,188 shares of
common stock which are presently owned by the Reporting Person.
The Securities are subject to the provisions of that certain
Investment Agreement (the "Agreement") dated as of August 30,
1985 between Issuer and the undersigned Reporting Person, by
which Agreement the undersigned is prohibited from selling,
transferring or otherwise disposing of any interest in the
Securities prior to December 31, 1990 unless the Issuer consents
in writing; provided, however, the undersigned may transfer the
Securities to any Subsidiary or Affiliate, providing that said
transferee shall agree in writing to be subject to the terms of
the Agreement and the undersigned shall remain subject to the
Agreement. The above provisions of the Agreement shall terminate
if the Agreement terminates, which termination shall occur as of
the earliest of (a) the undersigned's beneficial ownership of
less than 5% of the Issuer's then-outstanding voting securities,
(b) the occurrence of a change of control of the Issuer, or
(c) December 31, 1997.
The undersigned's voting power, dispositive power, and
aggregate amount beneficially owned is further subject to
limitations set forth in the December 27, 1985 letter to the
undersigned from the Board of Governors of the Federal Reserve
Board.
The undersigned may only hold 5% of the Issuer's outstanding
common stock at any one time; however, the undersigned may
convert any of that common stock into the Issuer's Series A
Convertible Preferred Stock and thereby permit its acquisition of
additional common stock.
