SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2000
MARSHALL & ILSLEY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 1-15403 39-0968604
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
770 North Water Street
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 765-7801
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Item 5. Other Events.
An exhibit is filed herewith in connection with
the Registration Statement on Form S-3 (File No. 333-
33814) of Marshall & Ilsley Corporation ("M&I")
relating to the offering of up to an aggregate of
$1,500,000,000 of Debt Securities. The Exhibit
consists of a Distribution Agreement dated May 31, 2000
between M&I and the Agents named therein.
Item 7. Financial Statements and Exhibits.
(a) Exhibits
Exhibit No. Description
1 Distribution Agreement dated May 31, 2000
between Marshall & Ilsley Corporation and
the Agents named therein.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 31, 2000 MARSHALL & ILSLEY CORPORATION
By: /s/ M.A. Hatfield
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M.A. Hatfield
Secretary
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EXHIBIT INDEX
Exhibit No. Description
1 Distribution Agreement dated as of May 31,
2000 between Marshall & Ilsley Corporation
and the Agents named therein.
