MARSHALL & ILSLEY CORP/WI/, S-3, 1995-11-17

MARSHALL & ILSLEY CORP/WI/
S-3, 1995-11-17
NATIONAL COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on November 17, 1995.

Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Marshall & Ilsley Corporation
(Exact name of registrant as specified in its charter)

Wisconsin 39-0968604
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

770 North Water Street
Milwaukee, Wisconsin 53202
(414) 765-7801
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Copies to:
M.A. Hatfield Randall J. Erickson
Marshall & Ilsley Corporation Godfrey & Kahn, S.C.
770 North Water Street 780 North Water Street
Milwaukee, Wisconsin 53202 Milwaukee, Wisconsin 53202
(Name, address, including zip code, (414) 273-3500
of agent for service)

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement as
determined by market conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
============================================================================
Title of Proposed Proposed
each class maximum maximum
of securities Amount offering offering Amount of
to be to be price per price per registration
registered registered unit (1) unit (1) fee
____________________________________________________________________________

Debt $250,000,000 100% $250,000,000 $50,000
Securities

(1) Estimated solely for purposes of calculating the registration fee.

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

<PAGE>

PROSPECTUS

Marshall & Ilsley Corporation
[Logo]
Debt Securities
____________________

Marshall & Ilsley Corporation (the "Corporation") from time to time may
offer and sell debt securities (the "Debt Securities") in an aggregate
principal amount or having aggregate proceeds of up to $250,000,000 (or the
equivalent thereof in foreign denominated currencies or units of composite
foreign currencies such as European Currency Units) on terms to be determined
at the time of the offering. The Debt Securities may consist of senior
debentures, notes, bonds and/or other evidences of indebtedness (the "Senior
Securities") and subordinated debentures, notes, bonds and/or other evidences
of indebtedness (the "Subordinated Securities"). The prospectus supplement
the "Prospectus Supplement") accompanying this Prospectus sets forth with
respect to the Debt Securities being offered (the "Offered Securities") the
specific designation, aggregate principal amount and currency, denomination,
maturity, interest rate (which may be fixed or variable), initial public
offering price, maturity, time of payment of any interest, any terms for
redemption at the option of the Corporation or the holder, any terms for
sinking fund payments, any listing on a securities exchange and other terms
in connection with the offering and sale of such Offered Securities.

The Corporation may sell Debt Securities to or through underwriters or
dealers, and also may sell Debt Securities directly to other purchasers or
through agents. The Prospectus Supplement sets forth the names of the
underwriters or agents involved in the sale of the Offered Securities in
respect of which this Prospectus is being delivered, the principal amounts,
if any, to be purchased by the underwriters or agents and the compensation,
if any, of such underwriters or agents and any applicable commissions or
discounts. The net proceeds to the Corporation from such sale are also set
out in the Prospectus Supplement.
____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________

THE OFFERED SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
____________________

This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.
____________________

Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement hereto are stated in United States dollars ("$",
"dollars" or "U.S. $").
____________________

The date of this Prospectus is ______________, 1995.

<PAGE>
AVAILABLE INFORMATION

The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied
at the public reference room of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices in New York,
Seven World Trade Center, New York, New York 10048, and Chicago, Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and copies of such material can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. Additional information regarding the Corporation and
the Debt Securities offered hereby is contained in the Registration Statement
and the exhibits relating thereto in respect of the Securities (the
"Registration Statement"), filed with the Commission under the Securities Act
of 1933, as amended (the "Securities Act").

The Corporation will send all registered holders of the Debt Securities
such Annual and Quarterly Reports as are sent to its shareholders.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Corporation with the Commission
are hereby incorporated by reference in this Prospectus:

(1) The Corporation's Annual Report on Form 10-K for the year
ended December 31, 1994; and

(2) The Corporation's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1995.

All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Debt Securities shall be
deemed to be incorporated by reference in this Prospectus and shall be deemed
a part hereof from the date of filing of such documents.

Any statement contained herein, in the Prospectus Supplement or in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of the Registration
Statement and this Prospectus to the extent that a statement contained
herein, in the Prospectus Supplement or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of the Registration Statement or this Prospectus.

The Corporation will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of
such person, a copy of any or all of the documents incorporated by reference
herein, except for certain exhibits to such documents. Written requests
should be sent to: Secretary, Marshall & Ilsley Corporation, 770 North Water
Street, Milwaukee, Wisconsin 53202. Telephone requests may be directed to
the Corporation's Secretary at (414) 765-7801.

<PAGE>
THE CORPORATION

Marshall & Ilsley Corporation ("M&I" or the "Corporation") is a
Wisconsin corporation incorporated in 1959, a registered bank holding company
under the Bank Holding Company Act of 1956, as amended, and a registered
savings and loan holding company under the Home Owners' Loan Act of 1933, as
amended. M&I's principal assets are the stock of its subsidiaries and the
assets of its M&I Data Services Division. As of September 30, 1995, M&I
owned substantially all the capital stock of 31 operating banks and one
savings association with a total of 236 offices in Wisconsin and 12 offices
in Arizona. M&I also owns all of the stock of a number of companies engaged
in businesses that the Federal Reserve Board (the "Board") has determined to
be closely-related to banking, including the businesses of investment
management, trust, equipment leasing, mortgage banking, venture capital,
brokerage services and financial advisory services. As a bank and savings
and loan holding company, M&I provides financial and managerial assistance
and services to its subsidiaries. At September 30, 1995, M&I had
consolidated total assets of approximately $13 billion and consolidated total
deposits of approximately $9.8 billion. Based on consolidated assets as of
December 31, 1994, M&I was the second largest bank holding company
headquartered in the State of Wisconsin.

On May 31, 1994, Valley Bancorporation merged into M&I in a transaction
accounted for on a pooling of interests basis. Financial data for periods
prior to May 31, 1994 has been restated to reflect the merger with Valley
Bancorporation. On February 1, 1995, M&I acquired the Bank of Burlington,
Burlington, Wisconsin, which had total assets of approximately $179.9 million
at February 1, 1995. In July 1995, M&I acquired Citizens Bancorp of Delavan,
Inc. and Sharon State Bank which at the date of acquisition had combined
total assets of approximately $122 million.

The executive offices of M&I are located at 770 North Water Street,
Milwaukee, Wisconsin 53202 (telephone number: (414) 765-7801).

BUSINESS OF M&I

M&I and its subsidiaries engage principally in one line of business,
that of providing financial services to a wide variety of corporate,
institutional, government and individual customers. Activities in which M&I
and its subsidiaries are presently engaged or may undertake in the future are
subject to certain statutory and regulatory restrictions. At September 30,
1995, M&I owned directly or indirectly all or substantially all of the
capital stock of 30 operating commercial banks and one savings association in
Wisconsin, one commercial bank in Phoenix, Arizona, and all of the capital
stock of subsidiaries engaged in the following non-banking businesses
approved by the Board for bank holding companies: personal property lease
financing; investment management and advisory activities; commercial mortgage
banking; residential mortgage banking; venture capital and financial advisory
services; trust services to residents of Wisconsin, Arizona and Florida; and
brokerage services. In addition, M&I provides banking, financial and
economic data processing services and software sales through its M&I Data
Services Division. The data processing business was previously conducted in
a subsidiary which was merged into M&I effective January 1, 1995.

BANKING AND BANK-RELATED SUBSIDIARIES

At September 30, 1995, M&I's 32 operating bank and savings association
subsidiaries ("M&I bank subsidiaries") were located in communities throughout
the State of Wisconsin and the Phoenix, Arizona metropolitan area. The M&I
bank subsidiaries provide a full range of banking services to individuals,
corporations and local governments in each of the areas they serve. M&I's
largest bank subsidiary is M&I Marshall & Ilsley Bank ("M&I Bank"), which was
founded in 1847. Based on consolidated assets of approximately $3.8 billion
as of September 30, 1995, M&I Bank was the third largest bank and the largest
state-chartered bank in the State of Wisconsin. M&I Bank maintains its

<PAGE>

headquarters in the City of Milwaukee and operated 38 additional branches and
divisions in Milwaukee and in surrounding suburban communities as of
September 30, 1995, as well as a branch in the Cayman Islands. Banking
services provided by M&I Bank and other M&I bank subsidiaries include retail,
international and corporate banking, investment, and trust activities. In
addition, M&I Bank engages in correspondent banking services.

Data Services

The M&I Data Services Division of the Corporation ("M&I Data Services")
is a major supplier of data processing services and software to the banking,
financial, and related industries. M&I Data Services presently serves over
500 financial institutions in 40 states and the District of Columbia. In
addition to data processing services, M&I Data Services develops a
comprehensive line of financial services software products. M&I Data
Services also sells software to foreign institutions and currently has
customers in Canada, Great Britain, India, Indonesia, Italy, Malaysia,
Switzerland, and Thailand. M&I Data Services' processing systems for
financial institutions encompass five major processing functions: Deposits,
Loans, Financial Accounting, Customer Information, and Trust Accounting. In
1994, M&I Data Services signed a long-term data processing contract with its
first utility customer, Wisconsin Electric Power Company ("WEPCO"). By using
a number of current banking software products which share common requirements
with the utility industry, M&I Data Services will provide data processing and
banking-related services to WEPCO.

Investment Management and Trust Services

M&I Investment Management Corp., a subsidiary of M&I, located in
Milwaukee, Wisconsin, offers a full range of asset management services to the
M&I trust company subsidiaries and to other corporate, institutional and
individual customers, including the Marshall Funds, an open-end investment
company consisting of twelve portfolios. As of September 30, 1995, M&I
Investment Management Corp. had $6.7 billion in assets under management.

Marshall and Ilsley Trust Company, a subsidiary of M&I ("M&I Trust"),
provides a full range of trust services to individual, not-for-profit and
corporate customers. The Personal Trust Administrative Group provides trust,
estate and agency services for individuals. The Employee Benefits
Administrative Group administers pension, profit sharing and other forms of
employee benefit plans, including a Keogh Plan for self-employed individuals.
In addition to trust services provided by its Milwaukee office, M&I Trust
operates nine trust service offices located in M&I subsidiary banks in
Beloit, Madison, Racine, Stevens Point, Appleton, Green Bay, Janesville,
Burlington and Wausau, Wisconsin, and another office in Brookfield, Wisconsin
(not a trust service office).

M&I also provides trust and investment counseling services through two
out-of-state subsidiaries. M&I Marshall and Ilsley Trust Company of Arizona
("M&I Trust Arizona") was organized in 1976, with a primary emphasis on
providing trust and investment counseling services to the growing number of
Wisconsin natives retired in the Southwest. M&I Trust Arizona has offices in
Phoenix, Scottsdale and in Sun City serving residents of those areas. The
Marshall and Ilsley Trust Company of Florida, located in Naples, was
organized in 1984 to provide trust and investment counseling services to
residents of the area, including Wisconsin natives who have retired in
Florida. As of September 30, 1995, the market value of assets held in trust
by M&I's three trust companies totalled $26.0 billion.

Equipment Leasing

M&I's subsidiary, M&I First National Leasing Corp. ("FNL"), acting as
owner and lessor, leases a variety of equipment and machinery, including
industrial machinery, computers, hospital and nursing home equipment and
construction equipment to both large and small businesses. FNL has its
headquarters in Milwaukee, Wisconsin and has offices in numerous other
states. In 1994, approximately 30% of its business comes from Wisconsin and
70% from other states. At September 30, 1995, FNL held net lease and
installment receivables of approximately $254 million. FNL's competitors

<PAGE>

include other independent leasing companies, banks and other institutions,
some of which have larger volume businesses and substantially greater
resources.

Mortgage Banking

M&I has two subsidiaries engaged in mortgage banking, one providing
commercial financing and the other providing residential financing.

M&I Mortgage Corp. ("M&I Mortgage"), located in Milwaukee, Wisconsin,
originates and purchases long-term mortgages on one-to-four family owner-
occupied residences for sale in the secondary market. At September 30, 1995,
M&I Mortgage had a mortgage servicing portfolio of approximately $3.3
billion. M&I Mortgage serves homeowners throughout the State of Wisconsin
and offers financing alternatives beyond those offered through traditional
banking institutions. M&I Mortgage also assists M&I bank subsidiaries in
originating, selling and servicing residential mortgage loans.

Richter-Schroeder Company ("RSC"), located in Milwaukee, Wisconsin,
originates long-term commercial real estate loans for institutional investors
such as large life insurance companies. RSC services the mortgages for the
purchasing investor. RSC is one of the few mortgage banking firms in
Wisconsin that specializes in income property financing, seeking investment
opportunities for mortgage lenders in the retail, industrial and office
sectors. RSC is one of the largest income property mortgage banking firms in
Wisconsin, servicing a portfolio of approximately $229 million for investors
at September 30, 1995.

Venture Capital and Financial Advisory Services

M&I Capital Markets Group, Inc. ("Capital Markets"), a subsidiary of
M&I, located in Milwaukee, Wisconsin, provides venture capital and financial
advisory services to a variety of customers, primarily in Southeastern
Wisconsin and surrounding areas. Capital Markets seeks to invest in
businesses that have talented management and technological advantages in
their particular field. Capital Markets also provides a broad range of
financial advisory and strategic planning services, including assistance in
connection with the private placement of securities, raising of funds for
expansion, leveraged buy-outs, divestitures and mergers and acquisitions. A
subsidiary company of Capital Markets, M&I Ventures Corporation, is licensed
as a small business investment company.

Brokerage Services

M&I Brokerage Services, Inc. ("M&I Brokerage"), a subsidiary of M&I
Capital Markets Group, Inc., located in Milwaukee, Wisconsin, provides
brokerage and other investment related services to a variety of retail and
commercial customers. As a broker-dealer firm registered with the National
Association of Securities Dealers and the Securities Exchange Commission, M&I
Brokerage serves as an introducing broker-dealer. Customer accounts and
securities are carried on a "fully disclosed" basis with the Pershing
division of Donaldson, Lufkin and Jenrette.

USE OF PROCEEDS

The net proceeds received by the Corporation from the sale of the Debt
Securities will be added to the general funds of the Corporation and may be
used for general corporate purposes, including, without limitation, reduction
of indebtedness (including the refinancing of the Corporation's outstanding
commercial paper), investments in or advances to subsidiaries, possible
future acquisitions of bank and non-bank subsidiaries, and funding the
repurchase of shares of its Common Stock. The Corporation may, from time to
time, engage in additional financings, which may include the issuance of debt

<PAGE>

securities or other securities otherwise than pursuant to this Prospectus.
<TABLE>
RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges
for the Corporation for the periods indicated:
<CAPTION>
Nine Months
<S> Ended
Ratio of Earnings to September 30 Years Ended December 31

Fixed Charges<F1>: 1995 1994 1994 1993 1992 1991 1990
<C> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits 3.61x 2.72x 3.18x 6.52x 5.57x 3.80x 2.68x

Including Interest on Deposits 1.67x 1.38x 1.50x 1.83x 1.60x 1.36x 1.26x

<F1> The ratio of earnings to fixed charges has been computed by dividing
earnings before income taxes and fixed charges by fixed charges. Fixed
charges, excluding interest on deposits, consists of interest on
indebtedness and one-third of rental expense (which is deemed
representative of the interest factor). Fixed charges, including
interest on deposits, consist of both the foregoing items plus interest
on deposits.

DESCRIPTION OF DEBT SECURITIES

The following description of the terms of the Debt Securities sets
forth certain general terms and provisions of the indentures under which the
Debt Securities are to be issued. The particular terms of each issue of
Offered Securities, as well as any modifications or additions to such general
terms that may apply in the case of such Offered Securities, will be
described in the Prospectus Supplement relating to such Offered Securities.
Accordingly, for a description of the terms of a particular issue of Offered
Securities, reference must be made to both the Prospectus Supplement relating
thereto and to the following description.

The Senior Securities are to be issued under an Indenture between the
Corporation and Chemical Bank (successor to Manufacturers Hanover Trust
Company), as Trustee (the "Trustee"), dated as of November 15, 1985, as
supplemented by a First Supplemental Indenture dated as of May 31, 1990, and
a Second Supplemental Indenture dated as of July 15, 1993 (as so
supplemented, the "Senior Indenture"). The Subordinated Securities are to be
issued under an Indenture (the "Subordinated Indenture") between the
Corporation and the Trustee dated as of July 15, 1993. Copies of the Senior
Indenture and the Subordinated Indenture (being sometimes referred to herein
collectively as the "Indentures" and individually as an "Indenture") have
been filed as exhibits to the Registration Statement.

The Corporation derives substantially all of its income from its M&I
Data Services Division and from investments in, advances to and service fees
from its subsidiaries. Dividends and interest from bank subsidiaries are a
major source of income. Dividend payments from subsidiaries are determined
on an individual basis, generally in relation to the earnings, capital
position, and in the case of a subsidiary bank, the asset and deposit growth
of such subsidiary. M&I increases the capital of its banking subsidiaries
primarily through the retention of earnings and, if necessary, the purchase
of securities by M&I, rather than through direct capital financing by the
subsidiary banks. In 1994, M&I established a $1 billion bank note program
pursuant to which subsidiary banks may issue debt securities directly in
order to fund their operations. At September 30, 1995, subsidiary banks had
outstanding an aggregate of approximately $439 million in principal amount of
bank notes under the program.

<PAGE>

The Corporation is a legal entity separate and distinct from its
subsidiaries. Accordingly, the right of the Corporation, and thus the right
of the Corporation's creditors (including Holders of the Corporation's Debt
Securities) and shareholders, to participate in any distribution of the
assets or income of any subsidiary is necessarily subject to the prior claims
of creditors of the subsidiary, except to the extent that claims of the
Corporation itself as a creditor may be recognized. Payment of dividends to
the Corporation by subsidiary banks is subject to various state and federal
regulatory limitations. In general, under Wisconsin banking law, the board
of directors of a state chartered subsidiary bank may declare and pay a
dividend from so much of the bank's undivided profits as the board shall deem
expedient, provided the payment of such dividend does not in any way impair
or diminish the bank's capital, or reduce the capital level below minimum
required levels set by regulatory agencies. Under federal law, which applies
to national banks and state banks which are members of the Federal Reserve
System, regulatory approval is required for the payment of dividends by any
bank in any calendar year in excess of such bank's net income for that year
combined with the retained net income of the two preceding years, plus any
required transfers to surplus. At December 31, 1994, under applicable
federal and state regulations, the Corporation's subsidiaries (including bank
and non-bank subsidiaries) would have been permitted to pay dividends to the
Corporation of approximately $259 million without prior regulatory approval.
The federal and state bank regulatory authorities also have authority to
prohibit banks and bank holding companies from paying dividends which would
constitute an unsafe or unsound banking practice. The Federal Reserve Board
and the Comptroller of the Currency have indicated that it would generally be
an unsafe and unsound banking practice for banks to pay dividends except out
of current operating earnings. Dividends paid to the Corporation from bank
subsidiaries in 1994 totaled $94.8 million.

The following summary of certain provisions of the Indentures do not
purport to be complete and are subject to, and are qualified in their
entirety by reference to, all of the provisions of the respective Indentures,
including the definitions therein of certain terms. Whenever particular
provisions or defined terms in the applicable Indenture or Indentures are
referred to herein, such provisions or defined terms are incorporated by
reference herein. Section references used herein are references to the
applicable Indenture or Indentures and certain defined terms in the Indenture
or Indentures are capitalized herein.

General
Neither Indenture limits the aggregate principal amount of the Debt
Securities which may be issued thereunder or of any particular series of
Offered Securities which may be issued thereunder and each Indenture provides
that Debt Securities may be issued thereunder from time to time in one or
more series. Neither Indenture limits the amount of other indebtedness or
securities which may be issued by the Corporation. The Senior Securities
will be unsecured and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Corporation. The Subordinated Securities
will be unsecured and will be subordinate and junior in right of payment to
the prior payment in full of the Senior Indebtedness of the Corporation.

Reference is made to the Prospectus Supplement relating to the Offered
Securities offered thereby for the following terms thereof: (1) the title of
the Offered Securities; (2) any limit on the aggregate principal amount of
the Offered Securities; (3) the initial offering price or prices (expressed
as a percentage of the aggregate principal amount thereof) at which the
Offered Securities will be sold; (4) the date or dates on which the principal
(and premium, if any) of the Offered Securities will be payable; (5) the rate
or rates (which may be fixed or variable), or the method by which such rate
or rates shall be determined, at which the Offered Securities will bear
interest, if any, and the date from which such interest, if any, will accrue;
(6) the date or dates on which such interest, if any, will be payable and the
Regular Record Dates for such Interest Payment Dates; (7) the obligation, if
any, of the Corporation to redeem or purchase the Offered Securities pursuant
to any sinking fund or analogous provisions or at the option of a Holder, and
the periods within, the prices at, and the terms and conditions upon which
the Offered Securities shall be redeemed or purchased; (8) the date or dates,
if any, after which, and the price or prices at which the Offered Securities
may, pursuant to any optional redemption provisions, be redeemed at the
option of the Corporation or of the holder thereof and other detailed terms
and provisions of any such optional redemption; (9) if other than the

<PAGE>

principal amount thereof, the portion of the principal amount of the Offered
Securities which shall be payable upon declaration of acceleration or at the
maturity thereof; (10) the currency or currencies in which the Offered
Securities are denominated, which may be in United States dollars, or foreign
currency or units of two or more foreign currencies; (11) whether the Offered
Securities will be issued in the form of a Global Security, the terms, if
any, for exchange of a Global Security for individual Debt Securities and the
name of the Depositary for such Global Security; and (12) any other terms of
the Offered Securities not inconsistent with the provisions of the respective
Indentures.

Unless otherwise indicated in the Prospectus Supplement relating
thereto, principal of (and premium, if any) and interest on the Offered
Securities will be payable, and the Offered Securities will be exchangeable
and transfers thereof will be registerable, at the principal corporate trust
office of the Trustee; provided, however, that, at the option of the
Corporation, payment of any interest may be made by check mailed to the
address of the Person entitled thereto as it appears in the Security
Register. (Sections 301, 305 and 1002)

Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Offered Securities will be issued only in fully registered form
without coupons in denominations of $1,000 or any integral multiple thereof,
and no service charge will be made for any transfer or exchange of such
Offered Securities, but the Corporation may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith. (Sections 302 and 305)

Securities may be issued under the Indentures as Original Issue
Discount Securities to be offered and sold at a substantial discount from the
principal amount thereof. Special federal income tax, accounting and other
considerations applicable thereto will be set out in any applicable
Prospectus Supplement relating to any such Original Issue Discount
Securities.

Subordination of Subordinated Securities

The Subordinated Securities will be subordinate and junior in right of
payment, to the extent set forth in the Subordinated Indenture, to all Senior
Indebtedness (as defined below) of the Corporation. In the event that the
Corporation shall default in the payment of any principal of (or premium, if
any) or interest on any Senior Indebtedness of the Corporation when the same
becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration or otherwise, then, unless and until such
default shall have been cured or waived or shall have ceased to exist, no
direct or indirect payment (in cash, property, securities, by set-off or
otherwise) shall be made or agreed to be made on account of the principal of
(or premium, if any) or interest on the indebtedness evidenced by the
Subordinated Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Subordinated Securities. In the
event of (a) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding
relating to the Corporation, its creditors, or its property, (b) any
proceeding for the liquidation, dissolution or other winding-up of the
Corporation, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, (c) any assignment by the Corporation for the benefit
of creditors or (d) any other marshalling of the assets of the Corporation,
all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution under the Subordinated Securities, whether in cash,
securities or other property, shall be made to any Holder of any of the
Subordinated Securities on account thereof. In such event, any payment or
distribution under the Subordinated Securities, whether in cash, securities
or other property (other than securities of the Corporation or any other
corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in the
subordination provisions with respect to the Subordinated Securities, to the
payment of all Senior Indebtedness at the time outstanding, and to any
securities issued in respect thereof under any such plan of reorganization or
readjustment), which would otherwise (but for such subordination provisions)
be payable or deliverable in respect of the Subordinated Securities, shall be
paid or delivered directly to the holders of Senior Indebtedness in
accordance with the priorities then existing among such holders until all
Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall have been paid in full. If any
payment or distribution under the Subordinated Securities, of any character
whether in cash, securities or other property (other than securities of the

<PAGE)

Corporation or any other corporation provided for by a plan of reorganization
or readjustment the payment of which is subordinate, at least to the extent
provided in the subordination provisions with respect to the Subordinated
Securities, to the payment of all Senior Indebtedness at the time outstanding
and to any securities issued in respect thereof under any such plan of
reorganization or readjustment), shall be received by the Trustee or any
Holder of any Subordinated Security in contravention of any of the terms of
such subordination provisions, such payment or distribution or security shall
be received in trust for the benefit of, and shall be paid over or delivered
and transferred to, the holders of the Senior Indebtedness at the time
outstanding in accordance with the priorities then existing among such
holders for application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay all such Senior Indebtedness in full.
(Section 1301 of the Subordinated Indenture)

"Senior Indebtedness" means any obligation of the Corporation to its
creditors, whether now outstanding or subsequently incurred, other than (a)
the 8.5% Convertible Subordinated Notes, (b) any obligation as to which, in
the instrument creating or evidencing the same or pursuant to which the same
is outstanding, it is specifically designated by express provision that such
obligation is not Senior Indebtedness and (c) any Subordinated Securities
issued under the Subordinated Indenture. (Section 101 of the Subordinated
Indenture)

The Subordinated Indenture does not limit the issuance of additional
Senior Indebtedness. The obligations of the Corporation in respect of the
Subordinated Securities of any series will be pari passu with the obligations
of the Corporation in respect of Subordinated Securities of each other
series. (Section 1301 of the Subordinated Indenture)

Covenants

Limitation on Disposition or Issuance of Capital Stock of Certain
Subsidiaries. The Senior Indenture contains a covenant that, except as
otherwise provided below, the Corporation will not sell, assign, transfer or
otherwise dispose of, or permit a Subsidiary to sell, assign, transfer,
otherwise dispose of or issue, any shares of Capital Stock of any Subsidiary
or any securities convertible into Capital Stock of any Subsidiary which is:
(a) a Principal Constituent Bank; or (b) a Subsidiary which owns shares of
Capital Stock or any securities convertible into Capital Stock of a Principal
Constituent Bank; provided, however, that such covenant does not prohibit (i)
any dispositions or issuances made by the Corporation or any Subsidiary (A)
acting in a fiduciary capacity for any Person other than the Corporation or
any Subsidiary or (B) to the Corporation or any of its wholly-owned (except
for directors' qualifying shares) Subsidiaries or (ii) the merger of a
Principal Constituent Bank with and into a Constituent Bank or the
consolidation of any Principal Constituent Bank into a Constituent Bank.
Such covenant also does not prohibit sales, assignments, transfers, other
dispositions or issuances of shares of Capital Stock of a corporation
referred to in (a) or (b) above where: (i) the sales, assignments,
transfers, other dispositions or issuances are made, in the minimum amount
required by law, to any Person for the purpose of the qualification of such
Person to serve as a director; or (ii) the sales, assignments, transfers,
other dispositions or issuances are made in compliance with an order of a
court or a regulatory authority of competent jurisdiction or as a condition
imposed by any such court or authority to the acquisition by the Corporation,
directly or indirectly, of any other corporation or entity; or (iii) in the
case of a disposition or issuance of shares of Capital Stock or any
securities convertible into Capital Stock of a Principal Constituent Bank, or
sales of Capital Stock or any securities convertible into Capital Stock of
any Subsidiary included in (b) above, the sale, assignments, transfers, other
dispositions or issuances are for fair market value (as determined by the
Board of Directors of the Corporation and the Subsidiary disposing of or
issuing such shares or securities) and, after giving effect to such
disposition and to any potential dilution (if the shares or securities are
convertible into Capital Stock), the Corporation and its directly or
indirectly wholly-owned (except for directors' qualifying shares)
Subsidiaries, will own directly not less than 80% of the Capital Stock of
such Principal Constituent Bank or Subsidiary; or (iv) a Principal
Constituent Bank sells or issues additional shares of Capital Stock to its
shareholders at any price, so long as immediately after such sale the
Corporation owns, directly or indirectly, at least as great a percentage of
the Capital Stock of such Principal Constituent Bank as it owned prior to
such sale or issuance of additional shares. (Section 1005 of the Senior
Indenture)

<PAGE>

A Constituent Bank is a Subsidiary which is a Bank. A Principal
Constituent Bank is a Constituent Bank the consolidated assets of which
constitute 10% or more of the total assets of all Constituent Banks. At the
date of this Prospectus, M&I Bank was the only Principal Constituent Bank.

The Senior Indenture does not restrict the sale or other disposition of
a Subsidiary which is not a Bank.

Liens. The Senior Indenture contains a covenant prohibiting the
Corporation from creating or permitting any liens upon any shares of Capital
Stock of any Constituent Bank to secure any indebtedness without securing all
Senior Securities then outstanding under the Senior Indenture equally and
ratably with all indebtedness secured thereby. (Section 1007 of the Senior
Indenture)

Acquisitions. The Senior Indenture contains a covenant prohibiting the
Corporation from acquiring Capital Stock of any corporation or acquiring
substantially all of the assets and liabilities of any corporation, unless,
immediately after such acquisition, the Corporation would be in full
compliance with the Senior Indenture. (Section 1008 of the Senior Indenture)

The Subordinated Indenture does not contain any of the foregoing
covenants applicable to the Senior Securities.

The Corporation is not restricted by the Indentures from incurring,
assuming or becoming liable for any type of debt or other obligations, from
creating liens on its property (other than, in the case of the Senior
Indenture, liens upon shares of any Constituent Bank as described above) for
any purposes or from paying dividends or making distributions on its capital
stock or purchasing or redeeming its capital stock. The Indentures do not
require the maintenance of any financial ratios or specified levels of net
worth or liquidity. The Indentures do not contain any provision which would
require the Corporation to repurchase or redeem or otherwise modify the terms
of any of its Debt Securities upon a change in control or other events
involving the Corporation which may adversely affect the creditworthiness of
the Debt Securities. In addition, the Indentures do not contain any
provisions which would provide protection to Holders of Debt Securities
against a sudden and dramatic decline in credit quality resulting from
takeovers, recapitalizations, or similar restructurings.
Certain Regulatory Matters Affecting Subordinated Securities

On August 28, 1992, the Board of Governors of the Federal Reserve
System issued an interpretation, effective September 4, 1992, with respect to
the circumstances under which mandatory convertible debt and subordinated
debt issued by bank holding companies will be eligible for inclusion as
supplementary or "Tier 2" capital for regulatory capital purposes (the
"Interpretation"). The Interpretation provides that mandatory convertible
debt and subordinated debt issued after September 4, 1992 will not be
included in Tier 2 capital for purposes of calculating an institution's
capital ratios if, among other things, the payment of the principal amount of
such debt securities can be accelerated upon the occurrence of certain events
not involving the bankruptcy of the issuer or such debt securities are
subject to certain other covenants. The Subordinated Securities are intended
to qualify as Tier 2 capital under the Interpretation.

Events of Default

Senior Securities. The following are Events of Default under the
Senior Indenture with respect to any series of Senior Securities issued under
the Senior Indenture: (a) failure to pay principal of or any premium on any
Senior Security of that series when due; (b) failure to pay any interest on
any Senior Security of that series when due, continued for 30 days; (c)
failure to deposit any sinking fund payment, when due, in respect of any
Senior Security of that series; (d) failure to perform any other covenant of
the Corporation in the Senior Indenture (other than a covenant included in
the Senior Indenture solely for the benefit of a series of Senior Securities
other than that series), continued for 90 days after written notice as

<PAGE>

provided in the Senior Indenture; (e) certain events of bankruptcy,
insolvency or reorganization; and (f) any other Event of Default provided
with respect to Senior Securities of that series. (Section 501 of the Senior
Indenture) If an Event of Default with respect to Senior Securities of any
series occurs and is continuing, either the Trustee or the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities of that
series may declare the principal amount of all the Senior Securities of that
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Senior Securities of any series has been made,
but before a judgment or decree based on acceleration has been obtained, the
Holders of a majority in aggregate principal amount of Outstanding Securities
of that series may, under certain circumstances, rescind and annul such
acceleration. (Section 502 of the Senior Indenture)

The Senior Indenture provides that, subject to the duty of the Trustee
during default to act with the required standard of care, the Trustee will be
under no obligation to exercise any of its rights or powers under the Senior
Indenture at the request or direction of any of the Holders unless such
Holders shall have offered to the Trustee reasonable indemnity. (Section 603
of the Senior Indenture) The Senior Indenture provides that the Holders of a
majority in aggregate principal amount of the Outstanding Senior Securities
of any series will have the right to direct the time, method and place of
conducting any proceedings for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Senior Securities of that series; provided that the Trustee may decline to
act if such direction is contrary to law or the Senior Indenture, would
unduly prejudice the rights of other Holders or would involve the Trustee in
personal liability. (Section 512 of the Senior Indenture)

No Holder of any Senior Security of any series will have any right to
institute any proceeding with respect to the Senior Indenture or for any
remedy thereunder, unless (a) such Holder shall have previously given to the
Trustee written notice of a continuing Event of Default with respect to the
Senior Securities of that series, (b) the Holders of at least 25% in
aggregate principal amount of the Outstanding Senior Securities of that
series shall have made written request, and offered reasonable indemnity, to
the Trustee to institute such proceeding as Trustee, and (c) the Trustee
shall not have received from the Holders of a majority in principal amount of
the Outstanding Senior Securities of that series a direction inconsistent
with such request and shall have failed to institute such proceeding within
60 days. (Section 507 of the Senior Indenture) However, the Holder of any
Senior Security will have an absolute right to receive payment of the
principal of (and premium, if any) and interest on such Senior Security on
the due dates expressed in such Senior Security and to institute suit for the
enforcement of any such payment. (Section 508 of the Senior Indenture)

The Corporation is required to furnish to the Trustee annually a
statement as to the performance by the Corporation of certain of its
obligations under the Senior Indenture and as to any default in such
performance. (Section 1009 of the Senior Indenture)

Subordinated Securities. The Subordinated Indenture defines an Event
of Default with respect to Subordinated Securities of any series as certain
events of bankruptcy, insolvency or reorganization of the Corporation.
(Section 501 of the Subordinated Indenture) If an Event of Default with
respect to Subordinated Securities of any series at the time Outstanding
occurs and is continuing, either the Trustee or the Holders of at least 25%
in aggregate principal amount of the Outstanding Subordinated Securities of
that series may declare the principal amount of all the Subordinated
Securities of that series to be due and payable immediately. The foregoing
provision would be subject as to enforcement to the broad equity powers of a
federal bankruptcy court and to the determination by that court of the nature
of the rights of the Holders of the Subordinated Securities of such series.
At any time after a declaration of acceleration with respect to Subordinated
Securities of any series has been made, but before a judgment or decree for
payment of the money due has been obtained by the Trustee, the Holders of a
majority in aggregate principal amount of Outstanding Subordinated Securities
of that series may, under certain circumstances, rescind and annul such
acceleration. (Section 502 of the Subordinated Indenture)

The Subordinated Indenture defines a Default with respect to
Subordinated Securities of any series as the following: (a) failure to pay
principal of or any premium on any of the Subordinated Securities of that
series at its Maturity; (b) failure to pay any interest on any Subordinated

<PAGE>

Securities of that series when due, continued for 30 days; (c) default in the
performance, or breach, of any covenant or warranty of the Corporation in the
Subordinated Indenture (other than a covenant or warranty included in the
Subordinated Indenture solely for the benefit of a series of Subordinated
Securities other than that series), continued for 90 days after written
notice as provided in the Subordinated Indenture and (d) any Event of
Default. (Section 503 of the Subordinated Indenture) The Subordinated
Indenture does not provide for any right of acceleration of the payment of
principal of the Subordinated Securities of any series upon a Default that is
not also an Event of Default as defined in the Subordinated Indenture. In
the event of any such Default (including a Default in payment of principal
(and premium, if any) and interest, if any, at the Stated Maturity of the
Subordinated Securities of such series), the Subordinated Indenture provides
that the Corporation will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of the Subordinated Securities of such series, the
whole amount then due and payable on the Subordinated Securities of such
series for principal (and premium, if any) and interest, if any. The
Subordinated Indenture provides that if the Company fails to pay such amount
forthwith upon such demand, the Trustee may, among other things, institute a
judicial proceeding for the collection thereof. (Section 503 of the
Subordinated Indenture) The limitation on the right of acceleration
described above is intended to permit the Subordinated Securities to qualify
as supplementary or "Tier 2" capital of the Corporation under the
Interpretation.

The Subordinated Indenture provides that, subject to the duty of the
Trustee during the default to act with the required standard of care, the
Trustee will be under no obligation to exercise any of its rights or powers
under the Subordinated Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Trustee reasonable
indemnity. (Section 603 of the Subordinated Indenture) The Subordinated
Indenture provides that the Holders of a majority in aggregate principal
amount of the Outstanding Subordinated Securities of any series will have the
right to direct the time, method and place of conducting any proceedings for
any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Subordinated Securities of such
series; provided that the Trustee may decline to act if such direction is
contrary to law or the Subordinated Indenture, would unduly prejudice the
rights of other Holders or would involve the Trustee in personal liability.
(Section 512 of the Subordinated Indenture)

No Holder of any Subordinated Security of any series will have any
right to institute any proceeding with respect to the Subordinated Indenture
or for any remedy thereunder, unless (a) such Holder shall have previously
given to the Trustee written notice of a continuing Default with respect to
the Subordinated Securities of that series, (b) the Holders of at least 25%
in aggregate principal amount of the Outstanding Subordinated Securities of
that series shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as Trustee and (c) the
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Subordinated Securities of that series a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days. (Section 507 of the Subordinated Indenture)
However, the Holder of any Subordinated Security will have an absolute right
to receive payment of the principal of (and premium, if any) and interest on
such Subordinated Security on the due dates expressed in such Subordinated
Security and to institute suit for the enforcement of any such payment.
(Section 508 of the Subordinated Indenture)

The Corporation is required to furnish to the Trustee annually a
statement as to the performance by the Corporation of certain of its
obligations under the Subordinated Indenture and as to any default in such
performance. (Section 1006 of the Subordinated Indenture)

Modification and Waiver

Modifications to and amendments of each Indenture may be made by the
Corporation and the Trustee with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Outstanding Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Security affected thereby, (a) change the Stated Maturity of the
principal of or any installment of principal or interest on, any Debt
Security, (b) reduce the principal amount of, or any premium or interest on,
any Debt Security, (c) change the place or currency of payment of principal
of, or any premium or interest on, any Debt Security, (d) impair the right to

<PAGE>

institute suit for the enforcement of any payment on or with respect to any
Debt Security, or (e) reduce the percentage in principal amount of
Outstanding Securities of any series, the consent of whose Holders is
required for modification or amendment of the respective Indenture or for
waiver of compliance with certain provisions of the respective Indenture or
for waiver of certain defaults. (Section 902)

The Holders of at least 50% in aggregate principal amount of the
Outstanding Securities of each series may, on behalf of all Holders of
Securities of that series, waive, insofar as that series is concerned,
compliance by the Corporation with certain restrictive provisions of each
Indenture including those provisions of the Senior Indenture described above
under "Covenants." (Section 1010 of the Senior Indenture; Section 1007 of
the Subordinated Indenture) The Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of any series may,
on behalf of all Holders of Securities of that series, waive any past default
under each Indenture with respect to Securities of that series, except a
default in the payment of principal of, or any premium or interest on, any
Security or a default in respect of a covenant or provision which under the
Indentures cannot be modified or amended without the consent of the Holder of
each Outstanding Security of the series affected. (Section 513)

Consolidation, Merger and Sale of Assets

The Corporation may consolidate with or merge into, or transfer its
assets substantially as an entirety to, any corporation organized under the
laws of any domestic (or, in the case of the Subordinated Securities, any
domestic or foreign) jurisdiction, provided that the successor corporation
assumes the Corporation's obligations on the Debt Securities and under the
Indentures, that after giving effect to the transaction no Event of Default
(or, in the case of the Subordinated Indenture, no Default), and no event
which, after notice or lapse of time, would become an Event of Default (or
Default), shall have occurred and be continuing, and that certain other
conditions are met. (Section 801)

Regarding the Trustee

The Corporation maintains banking relations with the Trustee and the
Trustee currently serves as the trustee for the Corporation's Medium-Term
Series B Notes and Series C Notes. In addition, certain of the Constituent
Banks maintain deposit accounts and correspondent banking relations with the
Trustee. Since Debt Securities issued under the Subordinated Indenture do
not rank equally with Debt Securities issued under the Senior Indenture, upon
a default under one of the Indentures, the Trustee would have a conflicting
interest (as defined in Section 310(b) of the Trust Indenture Act of 1939, as
amended) if Debt Securities were outstanding under the other Indenture, and
the Trustee may be required to eliminate such conflicting interest or resign
as Trustee of one of the Indentures, effective upon the appointment of a
successor Trustee and such successor's acceptance of such appointment.
(Sections 608 and 610)

PLAN OF DISTRIBUTION

The Corporation may sell Debt Securities to or through underwriters or
dealers, and also may sell Debt Securities directly to one or more other
purchasers or through agents. The distribution of the Debt Securities may be
effected from time to time in one or more transactions at a fixed price or
prices, which may be changed, or at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices.

In connection with the sale of Debt Securities, underwriters may
receive compensation from the Corporation or from purchasers of Debt
Securities for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters may sell Debt Securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Corporation and any profit on the resale of Debt

<PAGE>

Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act. Any such underwriter or agent will be
identified, and any such compensation received from the Corporation will be
described, in the Prospectus Supplement.

In the event that the Offered Securities are not listed on a national
securities exchange, certain broker-dealers may make a market in Offered
Securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given that any
broker-dealer will make a market in the Offered Securities or as to the
liquidity of the trading market for the Offered Securities, whether or not
the Offered Securities are listed on a national securities exchange. The
Prospectus Supplement with respect to the Offered Securities will state, if
known, whether or not any broker-dealer intends to make a market in such
Offered Securities. If no such determination has been made, the Prospectus
Supplement will so state.

Underwriters and agents who participate in the distribution of Debt
Securities may be entitled under agreements which may be entered into by the
Corporation to indemnification by the Corporation against certain
liabilities, including liabilities under the Securities Act or to
contribution with respect to payments which the underwriters or agents may be
required to make in respect thereof. Such underwriters and agents may be
customers of, engage in transactions with, or perform services for, the
Corporation in the ordinary course of business.

If so indicated in the Prospectus Supplement, the Corporation may
authorize underwriters or other persons acting as the Corporation's agents to
solicit offers by certain institutions to purchase Offered Securities from
the Corporation pursuant to contracts providing for payment and delivery on a
future date. Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all
cases such institutions must be approved by the Corporation. The obligations
of any purchaser under any such contract will be subject to the condition
that the purchase of the Offered Securities shall not at the time of delivery
be prohibited under the laws of the jurisdiction to which such purchaser is
subject. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.

LEGAL MATTERS

The validity of the Debt Securities offered hereby is being passed upon
for the Corporation by Godfrey & Kahn, S.C., 780 North Water Street,
Milwaukee, Wisconsin 53202.

EXPERTS

The consolidated financial statements of the Corporation for the year
ended December 31, 1994 incorporated into this Prospectus have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, which are incorporated herein by reference, and
is included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.

<PAGE>

No person has been authorized to
give any information or to make any
representations other than those
contained in this Prospectus Supple-
ment or the Prospectus and, if given
or made, such information or $_______________
representations must not be relied
upon as having been authorized.
This Prospectus Supplement and the Marshall & Ilsley
Prospectus do not constitute an Corporation
offer to buy any securities other
than the securities described in
this Prospectus Supplement or any
offer to sell or the solicitation of
an offer to buy such securities in
any circumstances in which such
offer or solicitation is unlawful.
Neither the delivery of this
Prospectus Supplement or the
Prospectus nor any sale made ____________________
hereunder or thereunder shall, under
any circumstances, create any
implication that the information [LOGO]
contained herein or therein is
correct as of any time subsequent to ____________________
the date of such information.

____________________

Table of Contents

Page

Prospectus Supplement

Prospectus

Available Information . . . .
Incorporation of Certain Documents
by
Reference . . . . . . . . .
The Corporation . . . . . . .
Use of Proceeds . . . . . . .
Ratio of Earnings to
Fixed Charges . . . . . . .
Description of Debt Securities
Plan of Distribution . . . .
Legal Matters . . . . . . . .
Experts . . . . . . . . . . .

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuances and Distribution.

Securities and Exchange Commission registration fee . . . . . . $ 50,000
Printing, engraving and postage expenses . . . . . . . . . . . 35,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . 130,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . 75,000
Blue Sky fees and expenses (including legal fees
and disbursements) 10,000
Rating agency fees . . . . . . . . . . . . . . . . . . . . . . 75,000
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . . 15,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $390,000
____________

All of such items except the registration fee are estimated. All of
such expenses will be borne by the Corporation.

Item 15. Indemnification of Directors and Officers.

Section 180.0851 of the Wisconsin Business Corporation Law (the "WBCL")
requires the Corporation to indemnify a director or officer, to the extent
such person is successful on the merits or otherwise in the defense of a
proceeding for all reasonable expenses incurred in the proceeding, if such
person was a party to such proceeding because he or she was a director or
officer of the Corporation unless it is determined that he or she breached or
failed to perform a duty owed to the Corporation and such breach or failure
to perform constitutes: (i) a willful failure to deal fairly with the
Corporation or its shareholders in connection with a matter in which the
director or officer has a material conflict of interest; (ii) a violation of
criminal law, unless the director or officer had reasonable cause to believe
his or her conduct was unlawful; (iii) a transaction from which the director
or officer derived an improper personal profit; or (iv) willful misconduct.

Section 180.0858 of the WBCL provides that subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director
or officer may have under the articles of incorporation or bylaws of the
Corporation, a written agreement between the director or officer and the
Corporation, or a resolution of the Board of Directors or the shareholders.

Unless otherwise provided in the Corporation's articles of
incorporation or bylaws, or by written agreement between the director or
officer and the Corporation, an officer or director seeking indemnification
is entitled to indemnification if approved in any of the following manners as
specified in Section 180.0855 of the WBCL: (i) by majority vote of a
disinterested quorum of the Board of Directors; (ii) by independent legal
counsel chosen by a quorum of disinterested directors or its committee; (iii)
by a panel of three arbitrators (one of which is chosen by a quorum of
disinterested directors); (iv) by the vote of the shareholders; (v) by a
court; or (vi) by any other method permitted in Section 180.0858 of the WBCL.

Reasonable expenses incurred by a director or officer who is a party to
a proceeding may be reimbursed by the Corporation, pursuant to Section
180.0853 of the WBCL, at such time as the director or officer furnishes to
the corporation written affirmation of his good faith that he has not
breached or failed to perform his duties; and written confirmation to repay

<PAGE>

any amounts advanced if it is determined that indemnification by the
Corporation is not required.

Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection
with a proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.

As permitted by Section 180.0858, the Corporation has adopted
indemnification provisions in its By-Laws which closely track the statutory
indemnification provisions with certain exceptions. In particular, Section
7.1 of the Corporation's By-Laws, among other items, provides (i) that an
individual shall be indemnified unless it is proven by a final judicial
adjudication that indemnification is prohibited and (ii) payment or
reimbursement of expenses, subject to certain limitations, will be mandatory
rather than permissive. The Corporation has purchased directors' and
officers' liability insurance which has coverage limits of $40 million per
occurrence and insures the Corporation's officers and directors against
certain liabilities which may arise under the Securities Act of 1933.

Item 16. Exhibits.

1.1 Form of Distribution Agreement*
1.2 Form of Underwriting Agreement*
4.1 Indenture between the Corporation and Manufacturers Hanover Trust
Company (predecessor to Chemical Bank) (the "Trustee") dated as
of November 15, 1985 (the "Senior Indenture") (Incorporated by
reference to the Corporation's Registration Statement on Form S-3
(Registration No. 33-21377))
4.2 First Supplemental Indenture to the Senior Indenture between the
Corporation and the Trustee dated as of May 31, 1990
(Incorporated by reference to the Corporation's Current Report on
Form 8-K dated May 31, 1990 (SEC File No. 0-1220))
4.3 Second Supplemental Indenture to the Senior Indenture between the
Corporation and the Trustee dated as of July 15, 1993,
incorporated by reference to the Corporation's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1993 (SEC File No. 0-
1220)
4.4 Indenture between the Corporation and the Trustee dated as of
July 15, 1993 relating to the Subordinated Securities
("Subordinated Indenture"), incorporated by reference to the
Corporation's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1993 (SEC File No. 0-1220)
4.5 Form of Senior Note (Included in Exhibit 4.1 at pages 12 through
19)
4.6. Form of Subordinated Note (Included in Exhibit 4.4 at pages 13
through 21)
5 Opinion of Godfrey & Kahn, S.C., as to the legality of the Debt
Securities being registered.
12 Statement re: Computation of Ratios of Earnings to Fixed Charges
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Godfrey & Kahn, S.C. (Included in Exhibit 5)
24 Powers of Attorney for Directors of the Registrant

* To be filed by Amendment.

Item 17. Undertakings.

1. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

<PAGE>

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase and
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (230.424(b) of this
chapter) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2 That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the financial adjudication of
such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on
November 17, 1995.

MARSHALL & ILSLEY CORPORATION
(Registrant)

By: /s/ J.B. Wigdale
J. B. Wigdale,
Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

/s/J.B. Wigdale Date: November 17, 1995
J. B. Wigdale,
Chairman of the Board and a Director
(Principal Executive Officer)

s/G.H. Gunnlaugsson Date: November 17, 1995
G. H. Gunnlaugsson,
Executive Vice President and a Director
(Principal Financial Officer)

/s/P.R. Justiliano Date: November 17, 1995
P. R. Justiliano,
Senior Vice President and Corporate
Controller (Chief Accounting Officer)

Directors: Richard A. Abdoo, Oscar C. Boldt, J.P. Bolduc, Wendell F. Bueche,
Jon F. Chait, G.H. Gunnlaugsson, Burleigh E. Jacobs, Jack F.
Kellner, D.J. Kuester, Edward L. Meyer, Jr., Don R. O'Hare, San
W. Orr, Jr., Peter M. Platten, III, Stuart W. Tisdale, J.B.
Wigdale, James O. Wright, Gus A. Zuelke

By: /s/M.A. Hatfield Date: November 17, 1995
M. A. Hatfield
As Attorney-in-Fact*

*Pursuant to authority granted by powers of attorney, copies of which are
filed herewith.

<PAGE>

Exhibit Index

* To be filed by Amendment.

</TABLE>

Exhibit 5

November 17, 1995

Marshall & Ilsley Corporation
770 North Water Street
Milwaukee, Wisconsin 53202

Re: Marshall & Ilsley Corporation
Registration Statement on Form S-3

Gentlemen:

We have acted as counsel for Marshall & Ilsley Corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-3 (the "Registration Statement") for the registration
under the Securities Act of 1933, as amended, of an offering of a maximum of
$250,000,000 aggregate principal amount of the Company's Debt Securities (the
"Securities") to be issued pursuant to (i) an Indenture between the
Corporation and Manufacturers Hanover Trust Company (now called Chemical Bank)
(the "Trustee") dated as of November 15, 1985 (the "Senior Indenture"), as
amended by the First Supplemental Indenture dated as of May 31, 1990 (the
"First Supplemental Indenture") and a Second Supplemental Indenture dated as
of July 15, 1993 (the "Second Supplemental Indenture"), and (ii) an Indenture
between the Company and Chemical Bank dated as of July 15, 1993 (the
"Subordinated Indenture," which together with the Senior Indenture, as
amended by the First Supplemental Indenture and the Second Supplemental
Indenture, are collectively referred to herein as the "Indentures").

We have examined: (a) the Senior Indenture, as amended by the
First Supplemental Indenture, and the Second Supplemental Indenture, and the
Subordinated Indenture, (b) the Registration Statement, (c) the Company's
Amended and Restated Articles of Incorporation and By-Laws, as amended, (d)
certain resolutions of the Company's Board of Directors, and (e) such other
proceedings, documents and records as we have deemed necessary to enable us
to render this opinion.

Based upon the foregoing, we are of the opinion that:
1) The Company has been incorporated and is validly
existing as a corporation under the laws of the State of Wisconsin; and

<PAGE>

(2) When the Securities have been duly executed,
authenticated and delivered in accordance with the terms of the
Indentures against full payment therefore as provided therein, the
Securities will have been legally issued and the Indentures will be
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms except as enforceability may be
limited by general principles of equity and by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally.

We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, we do not admit
that we are "experts" within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons whose consent is
required by Section 7 of said Act.

Very truly yours,

/s/GODFREY & KAHN, S.C. <PAGE>

<TABLE>

MARSHALL & ILSLEY CORPORATION
Exhibit 12

Computation of Ratio of Earnings to Fixed Charges

($ in thousands)

9 Months Ended
September 30, Years Ended December 31,
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings: 1995 1994 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- -------- --------

Earnings before income taxes, extraordinary
items and cumulative effect of changes
in accounting principles $219,876 $91,713 $167,803 $264,584 $231,792 $186,738 $143,192

Fixed charges, excluding interest on deposits 84,127 53,175 77,074 47,905 50,687 66,641 85,234
---------- ----------- ----------- --------- ---------- ---------- ----------

Earnings including fixed charges but
excluding interest on deposits 304,003 144,888 244,877 312,489 282,479 253,379 228,426

Interest on deposits 243,043 188,602 255,861 272,100 334,443 448,757 466,537
----------- ----------- ---------- --------- ---------- ---------- ----------

Earnings including fixed charges and
interest on deposits $547,046 $333,490 $500,738 $584,589 $616,922 $702,136 $694,963
========== ========== =========== ========= ========== ========== ==========

Fixed Charges:

Interest Expense:

Short-term borrowings $38,842 $27,972 $39,681 $18,010 $17,606 $32,065 $56,849

Long-term borrowings 40,066 19,998 30,537 23,088 26,439 27,770 22,524

One-third of rental expense for all operating
leases (the amount deemed representative
of the interest factor) 5,219 5,205 6,856 6,807 6,642 6,806 5,861
------------ ---------- --------- --------- ---------- ---------- ----------

Fixed charges excluding interest on deposits 84,127 53,175 77,074 47,905 50,687 66,641 85,234

Interest on deposits 243,043 188,602 255,861 272,100 334,443 448,757 466,537
------------ ---------- --------- --------- ---------- ---------- ----------

Fixed charges including interest on deposits $327,170 $241,777 $332,935 $320,005 $385,130 $515,398 $551,771
=========== ========== ========== ========= ========== ========== ==========

Ratio of Earnings to Fixed Charges:

Excluding interest on deposits 3.61 x 2.72 x 3.18 x 6.52 x 5.57 x 3.80 x 2.68 x

Including interest on deposits 1.67 x 1.38 x 1.50 x 1.83 x 1.60 x 1.36 x 1.26 x
</TABLE>

Exhibit 23.1

Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 27,
1995 included in Marshall & Ilsley Corporation's Form 10-K for the year ended
December 31, 1994 and to all references to our Firm included in this
registration statement.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin

November 17, 1995<PAGE>

DIRECTOR'S POWER OF ATTORNEY

The undersigned Director of Marshall & Ilsley
Corporation, a Wisconsin corporation, hereby constitutes and
designates each of J.B. Wigdale, G.H. Gunnlaugsson and M.A.
Hatfield, with the power of substitution, the true and lawful
attorney-in-fact of the undersigned to sign for him in his name,
place and stead, in any and all capacities, the Registration
Statement on Form S-3 of Marshall & Ilsley Corporation relating
to the issuance of debt securities, and any and all amendments
(including post-effective amendments) and/or supplements to said
Form S-3, generally to do all such things in his name and behalf
in his capacity as a director to enable Marshall & Ilsley
Corporation to comply with the provisions of the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming his signature as it
may be signed by said attorney-in-fact to said Form S-3 and any
and all amendments (including post-effective amendments) and/or
supplements thereto.

Dated this 16th day of February, 1995.

/s/ Richard A. Abdoo

___________________________________
Richard A. Abdoo<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ Oscar C. Boldt

___________________________________
Oscar C. Boldt<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ J.P. Bolduc

___________________________________
J.P. Bolduc<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ Wendell F. Bueche

___________________________________
Wendell F. Bueche<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ Jon F. Chait

___________________________________
Jon F. Chait<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ G.H. Gunnlaugsson

___________________________________
G.H. Gunnlaugsson<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ Burleigh E. Jacobs

___________________________________
Burleigh E. Jacobs<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ Jack F. Kellner

___________________________________
Jack F. Kellner<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ D.J. Kuester

___________________________________
D.J. Kuester<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ Edward L. Meyer, Jr.

___________________________________
Edward L. Meyer, Jr.<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ Don R. O'Hare

___________________________________
Don R. O'Hare<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ San W. Orr, Jr.

___________________________________
San W. Orr, Jr.<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ Peter M. Platten, III

___________________________________
Peter M. Platten, III<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 15th day of February, 1995.

/s/ Stuart W. Tisdale

___________________________________
Stuart W. Tisdale<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ J.B. Wigdale

___________________________________
J.B. Wigdale<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ James O. Wright

___________________________________
James O. Wright<PAGE>

DIRECTOR'S POWER OF ATTORNEY

Dated this 16th day of February, 1995.

/s/ Gus A. Zuehlke

___________________________________
Gus A. Zuehlke<PAGE>