<PAGE>  1
============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  Form 10-Q

 (Mark One)

  [X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended March 31, 2004

                                      OR

  [ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

           For the transition period from __________ to __________

                       Commission file number  1-15403

                        MARSHALL & ILSLEY CORPORATION
           (Exact name of registrant as specified in its charter)

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

         770 North Water Street
          Milwaukee, Wisconsin                           53202
 (Address of principal executive offices)              (Zip Code)

   Registrant's telephone number, including area code:  (414) 765-7801

                                     None
             (Former name, former address and former fiscal year,
                        if changed since last report)

       Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
     Yes   [X]       No   [ ]

       Indicate by check mark whether the registrant is an accelerated filer
(as defined by Rule 12b-2 of the Exchange Act).     Yes   [X]       No   [ ]

       Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                                   Outstanding at
                  Class                            April 30, 2004
                  -----                           ----------------
     Common Stock, $1.00 Par Value                   222,139,949

============================================================================
<PAGE>  2
                        PART I - FINANCIAL INFORMATION

 ITEM 1.   FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                           MARSHALL & ILSLEY CORPORATION
                     CONSOLIDATED BALANCE SHEETS (Unaudited)
                           ($000's except share data)

                                                                 March 31,    December 31,     March 31,
                                                                   2004           2003           2003
                                                              -------------  -------------  -------------
<S>                                                         <C>            <C>            <C>
Assets
------
Cash and cash equivalents:
   Cash and due from banks                                   $     690,920  $     810,088  $     957,805
   Federal funds sold and security resale agreements                22,867         44,076         11,045
   Money market funds                                               43,371         57,462        185,551
                                                              -------------  -------------  -------------
Total cash and cash equivalents                                    757,158        911,626      1,154,401

Investment securities:
   Trading securities, at market value                              46,554         16,197         22,245
   Short-term investments, at cost which
      approximates market value                                     69,364         45,551         77,945
   Available for sale at market value                            5,207,164      4,786,446      4,355,890
   Held to maturity at amortized cost, market value $864,765
      ($873,949 December 31, and $980,528 March 31, 2003)          802,452        820,886        921,662
                                                              -------------  -------------  -------------
Total investment securities                                      6,125,534      5,669,080      5,377,742

Mortgage loans held for sale                                       112,984         34,623        221,812

Loans and leases
   Loans and leases, net of unearned income                     25,942,941     25,150,317     23,977,886
   Less: Allowance for loan and lease losses                       353,687        349,561        338,253
                                                              -------------  -------------  -------------
Net loans and leases                                            25,589,254     24,800,756     23,639,633

Premises and equipment                                             434,376        438,485        438,820
Goodwill and other intangibles                                   1,104,195      1,104,552      1,093,868
Accrued interest and other assets                                1,352,934      1,413,521      1,322,396
                                                              -------------  -------------  -------------
Total Assets                                                 $  35,476,435  $  34,372,643  $  33,248,672
                                                              =============  =============  =============

Liabilities and Shareholders' Equity
------------------------------------
Deposits:
   Noninterest bearing                                       $   4,359,686  $   4,715,283  $   4,278,218
   Interest bearing                                             18,791,325     17,554,822     17,047,956
                                                              -------------  -------------  -------------
Total deposits                                                  23,151,011     22,270,105     21,326,174

Funds purchased and security repurchase agreements               2,791,246        765,072      3,730,611
Other short-term borrowings                                      1,827,355      4,167,929      1,780,463
Accrued expenses and other liabilities                           1,083,344      1,106,221      1,010,058
Long-term borrowings                                             3,221,121      2,734,623      2,272,324
                                                              -------------  -------------  -------------
Total liabilities                                               32,074,077     31,043,950     30,119,630

Shareholders' equity:
   Series A convertible preferred stock, $1.00 par value;
      2,000,000 shares authorized                                       --             --             --
   Common stock, $1.00 par value; 240,832,522 shares issued        240,833        240,833        240,833
   Additional paid-in capital                                      553,968        564,269        566,004
   Retained earnings                                             3,167,467      3,061,246      2,767,034
   Accumulated other comprehensive income,
      net of related taxes                                          38,230          2,694        (50,209)
   Less: Treasury common stock, at cost: 18,768,505 shares
         (17,606,489 December 31, and
             14,296,874 March 31,2003)                             569,056        513,562        373,959
          Deferred compensation                                     29,084         26,787         20,661
                                                              -------------  -------------  -------------
Total shareholders' equity                                       3,402,358      3,328,693      3,129,042
                                                              -------------  -------------  -------------
Total Liabilities and Shareholders' Equity                   $  35,476,435  $  34,372,643  $  33,248,672
                                                              =============  =============  =============

See notes to financial statements.
</TABLE>

<PAGE>  3
<TABLE>
<CAPTION>
                             MARSHALL & ILSLEY CORPORATION
                    CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                               ($000's except share data)

                                                               Three Months Ended March 31,
                                                               ----------------------------
                                                                    2004           2003
                                                               -------------  -------------
<S>                                                          <C>            <C>
Interest income
---------------
   Loans and leases                                           $     325,952  $     330,185
   Investment securities:
      Taxable                                                        48,317         45,819
      Exempt from federal income taxes                               14,171         14,787
   Trading securities                                                    89             64
   Short-term investments                                               544            734
                                                               -------------  -------------
Total interest income                                               389,073        391,589

Interest expense
----------------
   Deposits                                                          55,549         62,827
   Short-term borrowings                                             15,836         22,050
   Long-term borrowings                                              39,052         42,227
                                                               -------------  -------------
Total interest expense                                              110,437        127,104
                                                               -------------  -------------
Net interest income                                                 278,636        264,485
Provision for loan and lease losses                                   9,027         25,692
                                                               -------------  -------------
Net interest income after provision for loan and lease losses       269,609        238,793

Other income
------------
   Data processing services                                         186,124        157,088
   Item processing                                                   11,432         10,274
   Trust services                                                    36,250         30,040
   Service charges on deposits                                       25,523         26,238
   Gains on sale of mortgage loans                                    5,199         13,313
   Other mortgage banking revenue                                     1,765          4,215
   Net investment securities gains (losses)                            (529)         1,569
   Life insurance revenue                                             6,680          7,243
   Other                                                             40,985         40,452
                                                               -------------  -------------
Total other income                                                  313,429        290,432

Other expense
-------------
    Salaries and employee benefits                                  203,928        197,225
   Net occupancy                                                     19,195         18,635
   Equipment                                                         28,168         28,697
   Software expenses                                                 11,225         10,310
   Processing charges                                                13,049         12,018
   Supplies and printing                                              5,706          5,254
   Professional services                                              9,072         10,696
   Shipping and handling                                             16,424         13,953
   Amortization of intangibles                                        5,452          6,919
   Other                                                             50,109         31,884
                                                               -------------  -------------
Total other expense                                                 362,328        335,591
                                                               -------------  -------------
Income before income taxes                                          220,710        193,634
Provision for income taxes                                           74,601         65,604
                                                               -------------  -------------
Net income                                                    $     146,109  $     128,030
                                                               =============  =============
Net income per common share
   Basic                                                      $        0.66  $        0.57
   Diluted                                                             0.65           0.56

Dividends paid per common share                               $       0.180  $       0.160

Weighted average common shares outstanding:
   Basic                                                            222,301        226,225
   Diluted                                                          226,025        227,774

See notes to financial statements.
</TABLE>

<PAGE>  4
<TABLE>
<CAPTION>
                             MARSHALL & ILSLEY CORPORATION
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                       ($000's)

                                                               Three Months Ended March 31,
                                                               ----------------------------
                                                                    2004           2003
                                                               -------------  -------------
<S>                                                          <C>            <C>
Net Cash Provided by Operating Activities                     $     155,723  $     214,673

Cash Flows From Investing Activities:
   Proceeds from sales of securities available for sale               4,412          7,049
   Proceeds from maturities of securities available for sale        253,449        713,537
   Proceeds from maturities of securities held to maturity           18,494         21,111
   Purchases of securities available for sale                      (660,834)      (832,039)
   Net increase in loans                                           (850,516)      (469,376)
   Purchases of assets to be leased                                 (52,302)      (162,816)
   Principal payments on lease receivables                           76,067        210,290
   Fixed asset purchases, net                                       (12,613)       (13,915)
   Purchase acquisitions, net of cash equivalents acquired           (6,803)        (3,541)
   Other                                                              3,906          4,854
                                                               -------------  -------------
Net cash used in investing activities                            (1,226,740)      (524,846)

Cash Flows From Financing Activities:
   Net increase in deposits                                         871,889        929,955
   Proceeds from issuance of commercial paper                     1,412,913      1,735,063
   Payments for maturity of commercial paper                     (1,393,722)    (1,763,649)
   Net decrease in other short-term borrowings                     (325,207)      (320,939)
   Proceeds from issuance of long-term debt                         575,596            392
   Payments of long-term debt                                      (109,247)      (231,673)
   Dividends paid                                                   (39,888)       (36,145)
   Purchases of treasury stock                                      (98,381)            --
   Other                                                             22,596          5,038
                                                               -------------  -------------
Net cash provided by financing activities                           916,549        318,042
                                                               -------------  -------------
Net (decrease) increase in cash and cash equivalents               (154,468)         7,869

Cash and cash equivalents, beginning of year                        911,626      1,146,532
                                                               -------------  -------------
Cash and cash equivalents, end of period                      $     757,158  $   1,154,401
                                                               =============  =============
Supplemental cash flow information:
   Cash paid during the period for:
      Interest                                                $     112,835  $     148,833
      Income taxes                                                    6,366         18,886

See notes to financial statements.
</TABLE>

<PAGE>  5
                          MARSHALL & ILSLEY CORPORATION
                          Notes to Financial Statements
                         March 31, 2004 & 2003 (Unaudited)

  1.    The accompanying unaudited consolidated financial statements should be
        read in conjunction with Marshall & Ilsley Corporation's ("M&I" or
        "Corporation") 2003 Annual Report on Form 10-K.  The unaudited
        financial information included in this report reflects all adjustments
        consisting only of normal recurring accruals and adjustments which are
        necessary for a fair statement of the financial position and results
        of operations as of and for the three months ended March 31, 2004 and
        2003.  The results of operations for the three months ended March 31,
        2004 and 2003 are not necessarily indicative of results to be expected
        for the entire year.  Certain amounts in the 2003 consolidated
        financial statements and analyses have been reclassified to conform
        with the 2004 presentation.

  2.    New Accounting Pronouncements

        On December 8, 2003, the Medicare Prescription Drug, Improvement and
        Modernization Act of 2003 (the "Act") was signed into law.  The Act
        introduces a prescription drug benefit program under Medicare (Medicare
        Part D) as well as a 28% federal subsidy to sponsors of retiree health
        care benefit plans that provide a benefit that is at least actuarially
        equivalent to Medicare Part D.

        At December 31, 2003, the Corporation had elected to defer recognition
        of the effect of the Act in accordance with Financial Accounting
        Standards Board Staff Position (FSP) 106-1, Accounting and Disclosure
        Requirements Related to the Medicare Prescription Drug, Improvement and
        Modernization Act of 2003, until such time as specific authoritative
        guidance on the accounting for the federal subsidy was issued.

        In March 2004, the Financial Accounting Standards Board issued proposed
        FSP 106-b, Accounting and Disclosure Requirements Related to the
        Medicare Prescription Drug, Improvement and Modernization Act of 2003.
        FSP 106-b addresses the employers' accounting for the effects of the
        Act.  The accounting for the subsidy applies only to the sponsor of a
        single-employer defined benefit postretirement health care plan.  The
        proposed rule would be effective for fiscal quarters beginning after
        June 15, 2004 with retroactive application of the guidance generally
        required.

        As of and for the three months ended March 31, 2004, any measures of
        the accumulated postretirement benefit obligation or net periodic
        postretirement benefit cost do not reflect the effects of the Act.  The
        Corporation is still in the process of determining the financial
        statement impact of the Act.

        During March 2004, the Securities and Exchange Commission issued Staff
        Accounting Bulletin 105, "Application of Accounting Principles to Loan
        Commitments" (SAB 105).  SAB 105 provides guidance to the application
        of generally accepted accounting principles to loan commitments
        accounted for as derivative instruments and is generally focused on
        commitments to originate mortgage loans that will be sold after they
        are funded.  SAB 105 generally prohibits an entity from considering
        expected future cash flows related to the associated servicing of the
        loan or other internally-developed intangible assets in determining the
        fair value of the loan commitment.  In addition, SAB 105 will require
        expanded disclosures on an entity's accounting policy related to loan
        commitments accounted for as derivatives including methods and
        assumptions used to estimate fair value and any associated hedging
        strategies.

        SAB 105 is effective for commitments to originate mortgage loans to be
        held for sale that are entered into after March 31, 2004.  Loan
        commitments accounted for as derivatives are not material to the
        Corporation and it does not employ any formal hedging strategies.  As
        a result, the Corporation does not anticipate that implementing SAB 105
        will have a material effect on its consolidated financial statements.

<PAGE>  6
                          MARSHALL & ILSLEY CORPORATION
                     Notes to Financial Statements - Continued
                         March 31, 2004 & 2003 (Unaudited)

  3.    Comprehensive Income

        The following tables present the Corporation's comprehensive income
        ($000's):
<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31, 2004
                                                               -----------------------------------------
                                                                 Before-Tax  Tax (Expense)   Net-of-Tax
                                                                   Amount       Benefit        Amount
                                                               ------------- ------------- -------------
   <S>                                                       <C>           <C>           <C>
    Net income                                                                            $     146,109

    Other comprehensive income:

       Unrealized gains (losses) on securities:
          Arising during the period                           $      42,444 $     (14,897)       27,547
          Reclassification for securities
             transactions included in net income                         --            --            --
                                                               ------------- ------------- -------------
                Unrealized gains (losses)                            42,444       (14,897)       27,547

       Net gains (losses) on derivatives
          hedging variability of cash flows:
          Arising during the period                                   3,297        (1,154)        2,143
          Reclassification adjustments for
             hedging activities included in net income                8,994        (3,148)        5,846
                                                               ------------- ------------- -------------
                Net gains (losses)                            $      12,291 $      (4,302)        7,989
                                                               ------------- ------------- -------------
    Other comprehensive income (loss)                                                            35,536
                                                                                           -------------
    Total comprehensive income                                                            $     181,645
                                                                                           =============
</TABLE>
<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31, 2003
                                                               -----------------------------------------
                                                                 Before-Tax  Tax (Expense)   Net-of-Tax
                                                                   Amount       Benefit        Amount
                                                               ------------- ------------- -------------
   <S>                                                       <C>           <C>           <C>
    Net income                                                                            $     128,030

    Other comprehensive income:

       Unrealized gains (losses) on securities:
          Arising during the period                           $     (11,807)$       4,135        (7,672)
          Reclassification for securities
             transactions included in net income                     (1,675)          586        (1,089)
                                                               ------------- ------------- -------------
                Unrealized gains (losses)                           (13,482)        4,721        (8,761)

       Net gains (losses) on derivatives
          hedging variability of cash flows:
          Arising during the period                                 (10,484)        3,669        (6,815)
          Reclassification adjustments for
             hedging activities included in net income               15,067        (5,273)        9,794
                                                               ------------- ------------- -------------
                Net gains (losses)                            $       4,583 $      (1,604)        2,979
                                                               ------------- ------------- -------------
    Other comprehensive income (loss)                                                            (5,782)
                                                                                           -------------
    Total comprehensive income                                                            $     122,248
                                                                                           =============
</TABLE>

<PAGE>  7
                          MARSHALL & ILSLEY CORPORATION
                     Notes to Financial Statements - Continued
                         March 31, 2004 & 2003 (Unaudited)

   4.   A reconciliation of the numerators and denominators of the basic and
        diluted per share computations are as follows (dollars and shares in
        thousands, except per share data):
<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31, 2004
                                                            --------------------------------------------
                                                                Income      Average Shares    Per Share
                                                              (Numerator)   (Denominator)      Amount
                                                            --------------  -------------  -------------
   <S>                                                    <C>             <C>            <C>
    Basic Earnings Per Share
       Income Available to Common Shareholders             $      146,109        222,301  $        0.66
                                                                                           =============
    Effect of Dilutive Securities
       Stock Options, Restricted Stock
            and Other Plans                                            --          3,724
                                                            --------------  -------------
    Diluted Earnings Per Share

       Income Available to Common Shareholders             $      146,109        226,025  $        0.65
                                                                                           =============
</TABLE>
<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31, 2003
                                                            --------------------------------------------
                                                                Income      Average Shares    Per Share
                                                              (Numerator)   (Denominator)      Amount
                                                            --------------  -------------  -------------
   <S>                                                    <C>             <C>            <C>
    Basic Earnings Per Share
       Income Available to Common Shareholders             $      128,030        226,225  $        0.57
                                                                                           =============
    Effect of Dilutive Securities
       Stock Options, Restricted Stock
            and Other Plans                                            --          1,549
                                                            --------------  -------------
    Diluted Earnings Per Share
       Income Available to Common Shareholders             $      128,030        227,774  $        0.56
                                                                                           =============
</TABLE>

        Options to purchase shares of common stock not included in the
        computation of diluted net income per share because the exercise prices
        of the options were greater than the average market price of the common
        shares are as follows:
<TABLE>
<CAPTION>
                                  Three Months Ended March 31,
                           -----------------------------------------
                                   2004                  2003
                           -------------------   -------------------
          <S>             <C>                   <C>
           Shares                 9,000               11,903,905

           Price Range      $39.340 - $40.150     $26.875 - $33.938
</TABLE>

        Statement of Financial Accounting Standards No. 123 (SFAS 123),
        "Accounting for Stock-Based Compensation," establishes financial
        accounting and reporting standards for stock based employee
        compensation plans.

        SFAS 123 defines a fair value based method of accounting for employee
        stock options or similar equity instruments.  Under the fair value
        based method, compensation cost is measured at the grant date based on
        the fair value of the award using an option-pricing model that takes
        into account the stock price at the grant date, the exercise price, the
        expected life of the option, the volatility of the underlying stock,
        expected dividends and the risk-free interest rate over the expected
        life of the option.  The resulting compensation cost is recognized over
        the service period, which is usually the vesting period.

        Compensation cost can also be measured and accounted for using the
        intrinsic value based method of accounting prescribed in Accounting
        Principles Board Opinion No. 25 (APBO 25)," Accounting for Stock Issued
        to Employees."  Under the intrinsic value based method, compensation
        cost is the excess, if any, of the quoted market price of the stock at
        grant date or other measurement date over the amount paid to acquire
        the stock.

<PAGE>  8
                          MARSHALL & ILSLEY CORPORATION
                     Notes to Financial Statements - Continued
                         March 31, 2004 & 2003 (Unaudited)

        The largest difference between SFAS 123 and APBO 25 as they relate to
        the Corporation is the amount of compensation cost attributable to the
        Corporation's fixed stock option plans and employee stock purchase plan
        (ESPP).  Under APBO 25 no compensation cost is recognized for fixed
        stock option plans because the exercise price is equal to the quoted
        market price at the date of grant and therefore there is no intrinsic
        value.  SFAS 123 compensation cost would equal the calculated fair
        value of the options granted.  Under APBO 25 no compensation cost is
        recognized for the ESPP because the discount (15%) and the plan meets
        the definition of a qualified plan of the Internal Revenue Code and
        meets the requirements of APBO 25.  Under SFAS 123 the safe-harbor
        discount threshold is 5% for a plan to be non-compensatory.  SFAS 123
        compensation cost would equal the initial discount (15% of beginning
        of plan period price per share) plus the value of a one year call
        option on 85% of a share of stock for each share purchased.

        As permitted by SFAS 123, the Corporation continues to measure
        compensation cost for such plans using the accounting method prescribed
        by APBO 25.

        Had compensation cost for the Corporation's ESPP and options granted
        after January 1, 1995 been determined consistent with SFAS 123, the
        Corporation's net income and earnings per share would have been reduced
        to the following estimated pro forma amounts:
<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                           March 31,
                                                  -------------------------
                                                      2004          2003
                                                  -----------   -----------
       <S>                                      <C>           <C>
        Net Income, as reported                  $   146,109   $   128,030
        Add:  Stock-based employee compensation
              expense included in reported
              net income, net of tax                   1,422         1,018

        Less: Total stock-based employee
              compensation expense determined
              under fair value based method for
              all awards, net of tax                  (6,224)       (5,530)
                                                  -----------   -----------
        Pro forma net income                     $   141,307   $   123,518
                                                  ===========   ===========
        Basic earnings per share:
            As reported                          $      0.66   $      0.57
            Pro forma                                   0.64          0.55

        Diluted earnings per share:
            As reported                          $      0.65   $      0.56
            Pro forma                                   0.62          0.54
</TABLE>

  5.    Business Combinations

        The following acquisition, which was not considered a material business
        combination, was completed during the first quarter of 2004:

                On January 1, 2004, the Banking segment completed the purchase
                of certain assets and the assumption of certain liabilities of
                AmerUs Home Lending, Inc. ("AmerUs"), an Iowa-based corporation
                engaged in the business of brokering and servicing mortgage and
                home equity loans for $15.0 million in cash.  Although not
                material to the Corporation, this acquisition enhances the
                Corporation's wholesale lending activities by expanding its
                broker network and acquiring technology that enhances the
                efficiency of the wholesale lending process.  AmerUs's total
                revenue in 2003 amounted to $14.0 million.  Initial goodwill,
                subject to the completion of appraisals and valuations of the
                assets acquired and liabilities assumed, amounted to $5.0
                million.  The estimated identifiable intangible asset to be
                amortized (customer relationships) with an estimated useful life
                of 3 years amounted to $0.3 million.  The goodwill and
                intangibles resulting from this transaction are deductible for
                tax purposes.

<PAGE>  9
                          MARSHALL & ILSLEY CORPORATION
                     Notes to Financial Statements - Continued
                         March 31, 2004 & 2003 (Unaudited)

        Recently Announced Acquisitions
        _______________________________

                In April and May 2004, the Corporation's data processing
                segment, Metavante, announced the signing of two separate
                definitive agreements to acquire for cash certain assets of the
                privately held Kirchman Corporation ("Kirchman"), of Orlando,
                Florida, and all of the outstanding common stock of the
                privately held Advanced Financial Solutions, Inc. and its
                affiliated companies (collectively "AFS"), of Oklahoma City,
                Oklahoma.  Kirchman is a provider of automation software and
                compliance services to the banking industry.  It is expected
                that this acquisition will allow Metavante to provide financial
                institution customers with core-processing software that they
                can run in-house, a product that Metavante presently does not
                offer.  AFS is a provider of image-based payment, transaction
                and document software technologies.  AFS also operates an
                electronic check-clearing network through one of its affiliates.
                It is expected that this acquisition will allow Metavante to
                expand its current product offerings in payment and transaction
                processing and image related services, provide the technology
                and expertise to help banks facilitate the necessary change to
                comply with the Check Clearing for the 21st Century Act (known
                as Check 21 and capture another leg in the payments segment-
                electronic check image exchange.  The combined revenue of
                Kirchman and AFS amounted to approximately $136.0 million in
                their most recently completed fiscal years.  The transactions
                are expected to be neutral to the Corporation's diluted earning
                per share in 2004.

                Total cash consideration for these two acquisitions is
                approximately $305.0 million, subject to certain adjustments.
                With respect to the AFS transaction, additional contingent
                consideration may be paid based on the attainment of certain
                performance objectives each year, beginning on the date of
                closing and ending December 31, 2004, and each year thereafter
                through 2007.  The preliminary estimate of the intangible
                assets, including goodwill, that will be initially recognized
                upon completion of both transactions is approximately $290.0
                million.  Contingent payments, if made, would be reflected as
                adjustments to goodwill.  Both transactions are expected to
                close in the second quarter of 2004, subject to regulatory
                approval.

  6.    Selected investment securities, by type, held by the Corporation are
        as follows ($000's):
<TABLE>
<CAPTION>
                                                                    March 31,    December 31,     March 31,
                                                                      2004           2003           2003
                                                                 -------------  -------------  -------------
        <S>                                                    <C>            <C>            <C>
         Investment securities available for sale:
            U.S. treasury and government agencies               $   4,204,236  $   3,886,278  $   3,384,400
            State and political subdivisions                          357,737        299,321        267,376
            Mortgage backed securities                                142,583        149,990        179,992
            Other                                                     502,608        450,857        524,122
                                                                 -------------  -------------  -------------
         Total                                                  $   5,207,164  $   4,786,446  $   4,355,890
                                                                 =============  =============  =============
         Investment securities held to maturity:
            U.S. treasury and government agencies               $          --  $          --  $          30
            State and political subdivisions                          799,632        818,065        918,604
            Other                                                       2,820          2,821          3,028
                                                                 -------------  -------------  -------------
         Total                                                  $     802,452  $     820,886  $     921,662
                                                                 =============  =============  =============
</TABLE>

        The following table provides the gross unrealized losses and fair value,
        aggregated by investment category and the length of time the individual
        securities have been in a continuous unrealized loss position, at March
        31, 2004 ($000's):
<TABLE>
<CAPTION>
                                       Less than 12 Months      12 Months or More              Total
                                     ----------------------  ----------------------  ----------------------
                                         Fair    Unrealized      Fair    Unrealized      Fair    Unrealized
                                        Value      Losses       Value      Losses       Value      Losses
                                     ----------  ----------  ----------  ----------  ----------  ----------
       <S>                         <C>         <C>         <C>         <C>         <C>         <C>
        U.S. treasury and
           government agencies      $  314,633  $    1,378  $       --  $       --  $  314,633  $    1,378
        State and political
           subdivisions                 21,954         395          --          --      21,954         395
        Other                               --          --       6,352          31       6,352          31
                                     ----------  ----------  ----------  ----------  ----------  ----------
        Total                       $  336,587  $    1,773  $    6,352  $       31  $  342,939  $    1,804
                                     ==========  ==========  ==========  ==========  ==========  ==========
</TABLE>

        The Corporation believes that the unrealized losses in the investment
        securities portfolio resulted from increases in market interest rates
        and not from deterioration in the creditworthiness of the issuer.

<PAGE> 10
                          MARSHALL & ILSLEY CORPORATION
                     Notes to Financial Statements - Continued
                         March 31, 2004 & 2003 (Unaudited)

  7.    The Corporation's loan and lease portfolio, including mortgage loans
        held for sale, consists of the following ($000's):
<TABLE>
<CAPTION>
                                                                    March 31,    December 31,     March 31,
                                                                      2004           2003           2003
                                                                 -------------  -------------  -------------
        <S>                                                    <C>            <C>            <C>
         Commercial, financial and agricultural                 $   7,288,396  $   7,104,844  $   7,009,023
         Cash flow hedging instruments at fair value                   36,058          5,830          2,644
                                                                 -------------  -------------  -------------
         Total commercial, financial and agricultural               7,324,454      7,110,674      7,011,667
         Real estate:
            Construction                                            1,343,985      1,330,526      1,150,770
            Residential mortgage                                    7,696,362      7,270,531      6,745,651
            Commercial mortgage                                     7,362,506      7,149,149      6,754,730
                                                                 -------------  -------------  -------------
         Total real estate                                         16,402,853     15,750,206     14,651,151
         Personal                                                   1,761,886      1,747,738      1,804,091
         Lease financing                                              566,732        576,322        732,789
                                                                 -------------  -------------  -------------
                Total loans and leases                          $  26,055,925  $  25,184,940  $  24,199,698
                                                                 =============  =============  =============
</TABLE>

  8.    Sale of Receivables

        During the first quarter of 2004, $94.5 million of automobile loans were
        sold in securitization transactions.  Gains of $0.9 million were
        recognized and are reported in Other income in the Consolidated
        Statements of Income.  Other income associated with auto
        securitizations, primarily servicing fees, amounted to $1.0 million in
        the current quarter.

        Key economic assumptions used in measuring the retained interests at the
        date of securitization resulting from securitizations completed during
        the first quarter were as follows (rate per annum):
<TABLE>
<CAPTION>
        <S>                                                  <C>
         Prepayment speed (CPR)                                    19-35 %
         Weighted average life (in months)                          15.4
         Expected credit losses (based on original balance)    0.03-0.66 %
         Residual cash flow discount rate                           12.0 %
         Variable returns to transferees                       Forward one month LIBOR
</TABLE>

        At March 31, 2004, securitized automobile loans and other automobile
        loans managed together with them, along with delinquency and credit loss
        information consisted of the following:
<TABLE>
<CAPTION>

                                                             Securitized    Portfolio     Total Managed
                                                            -------------   -----------   -------------
        <S>                                               <C>             <C>           <C>
         Loan balances                                     $   1,016,712   $   209,033   $   1,225,745
         Principal amounts of loans 60 days or more past due         690           147             837
         Net credit losses year to date                              763            72             835
</TABLE>

  9.    Goodwill and Other Intangibles:

        The changes in the carrying amount of goodwill for the three months
        ended March 31, 2004 are as follows ($000's):
<TABLE>
<CAPTION>
                                                          Banking     Metavante      Others        Total
                                                         ----------   ----------   ----------   ----------
        <S>                                            <C>          <C>          <C>          <C>
         Goodwill balance as of January 1, 2004         $  809,772   $  155,329   $    4,687   $  969,788
         Goodwill acquired during the period                 4,986           --           --        4,986
         Purchase accounting adjustments                        --        1,458           --        1,458
         Goodwill amortization                                  --           --           --           --
                                                         ----------   ----------   ----------   ----------
         Goodwill balance as of March 31, 2004          $  814,758   $  156,787   $    4,687   $  976,232
                                                         ==========   ==========   ==========   ==========
</TABLE>

        Goodwill acquired for the Banking segment in the first quarter of 2004
        was the initial goodwill associated with the AmerUs Home Lending, Inc.
        acquisition.

<PAGE> 11
                          MARSHALL & ILSLEY CORPORATION
                     Notes to Financial Statements - Continued
                         March 31, 2004 & 2003 (Unaudited)

        Purchase accounting adjustments for Metavante in the first quarter of
        2004 represents the effect of adjustments made to the initial estimates
        of fair value associated with the November 2003 acquisition of Printing
        For Systems, Inc.

        At March 31, 2004, the Corporation's other intangible assets consisted
        of the following ($000's):
<TABLE>
<CAPTION>
                                                                                 March 31, 2004
                                                                      ------------------------------------
                                                                        Gross        Accum-        Net
                                                                       Carrying      ulated      Carrying
                                                                        Amount       Amort        Value
                                                                      ----------   ----------   ----------
        <S>                                                         <C>          <C>          <C>
         Other intangible assets:
            Core deposit intangible                                  $  159,474   $   66,596   $   92,878
            Data processing contract rights/customer lists               35,265       11,161       24,104
            Trust customers                                               5,475          456        5,019
            Tradename                                                     2,775        1,273        1,502
                                                                      ----------   ----------   ----------
                                                                     $  202,989   $   79,486   $  123,503
                                                                      ==========   ==========   ==========

         Mortgage loan servicing rights                                                        $    4,460
                                                                                                ==========
</TABLE>

 10.    The Corporation's deposit liabilities consists of the following
        ($000's):
<TABLE>
<CAPTION>
                                                                    March 31,    December 31,     March 31,
                                                                      2004           2003           2003
                                                                 -------------  -------------  -------------
        <S>                                                    <C>            <C>            <C>
         Noninterest bearing demand                             $   4,359,686  $   4,715,283  $   4,278,218

         Savings and NOW                                            9,093,090      9,301,744      9,265,264
         CD's $100,000 and over                                     5,242,748      4,480,111      3,279,520
         Cash flow hedge-Institutional CDs                             22,943         13,071         19,714
                                                                 -------------  -------------  -------------
            Total CD's $100,000 and over                            5,265,691      4,493,182      3,299,234

         Other time deposits                                        2,591,887      2,646,639      2,853,089
         Foreign deposits                                           1,840,657      1,113,257      1,630,369
                                                                 -------------  -------------  -------------
               Total deposits                                   $  23,151,011  $  22,270,105  $  21,326,174
                                                                 =============  =============  =============
</TABLE>

 11.    Derivative Financial Instruments and Hedging Activities

        Trading Instruments and Other Free Standing Derivatives
        _______________________________________________________

        The Corporation enters into various derivative contracts primarily to
        focus on providing derivative products to customers which enables them
        to manage their exposures to interest rate risk.  The Corporation's
        market risk from unfavorable movements in interest rates is generally
        economically hedged by concurrently entering into offsetting derivative
        contracts.  The offsetting derivative contracts generally have nearly
        identical notional values, terms and indices.

        Interest rate lock commitments on residential mortgage loans intended
        to be held for sale are considered free-standing derivative
        instruments.  The option to sell the mortgage loans at the time the
        commitments are made are also free-standing derivative instruments.
        The change in fair value of these derivative instruments due to changes
        in interest rates tend to offset each other and act as economic hedges.

        Trading and free-standing derivative contracts are not linked to
        specific assets and liabilities on the balance sheet or to forecasted
        transactions in an accounting hedge relationship and, therefore, do not
        qualify for hedge accounting under SFAS 133.  They are carried at fair
        value with changes in fair value recorded as a component of other
        noninterest income.

        At March 31, 2004, free standing interest rate swaps consisted of $0.8
        billion in notional amount of receive fixed/pay floating with an
        aggregate positive fair value of $14.7 million and $0.6 billion in
        notional amount of pay fixed/receive floating with an aggregate
        negative fair value of $11.1 million.

<PAGE> 12
                          MARSHALL & ILSLEY CORPORATION
                     Notes to Financial Statements - Continued
                         March 31, 2004 & 2003 (Unaudited)

        At March 31, 2004, interest rate caps purchased amounted to $13.8
        million in notional amount with a positive fair value of $0.2 million
        and interest rate caps sold amounted to $13.8 million in notional
        amount with a negative fair value of $0.2 million.

        Fair Value Hedges
        _________________

        The Corporation has fixed rate callable and institutional CDs and fixed
        rate long-term debt which expose the Corporation to variability in fair
        values due to changes in market interest rates.

        To limit the Corporation's exposure to changes in fair value due to
        changes in interest rates, the Corporation has entered into receive-
        fixed / pay-floating interest rate swaps with identical call features,
        thereby creating the effect of floating rate deposits and floating rate
        long-term debt.  The Corporation has determined that the hedges on the
        long-term debt qualify for the special short-cut accounting prescribed
        by SFAS 133, resulting in no ineffectiveness.

        The following table presents additional information with respect to
        selected fair value hedges.
<TABLE>
<CAPTION>
        Fair Value Hedges
        March 31, 2004                                                                       Weighted
                                                                Notional         Fair         Average
                 Hedged                    Hedging               Amount          Value       Remaining
                  Item                   Instrument            ($ in mil)     ($ in mil)    Term (Yrs)
        --------------------------   ---------------------   -------------  -------------  ------------
       <S>                         <C>                     <C>            <C>            <C>
        Fixed Rate CDs               Receive Fixed Swap     $       438.0  $        (3.4)       6.8

        Medium Term Notes            Receive Fixed Swap             370.4           14.8        9.3

        Fixed Rate Bank Notes        Receive Fixed Swap             225.0            1.5        5.9
</TABLE>

        The impact from fair value hedges to total net interest income for the
        quarter ended March 31, 2004 was a positive $9.5 million.  The impact
        to net interest income due to ineffectiveness was immaterial.

        Cash Flow Hedges
        ________________

        The Corporation has variable rate loans and variable rate short-term
        borrowings, which expose the Corporation to variability in interest
        payments due to changes in interest rates.  The Corporation believes it
        is prudent to limit the variability of a portion of its interest
        receipts and payments.  To meet this objective, the Corporation enters
        into various types of derivative financial instruments to manage
        fluctuations in cash flows resulting from interest rate risk.

        The Corporation regularly originates and holds floating rate commercial
        loans that reprice monthly on the first business day to one-month
        LIBOR.  As a result, the Corporation's interest receipts are exposed to
        variability in cash flows due to changes in one-month LIBOR.

        In order to hedge the interest rate risk associated with the floating
        rate commercial loans indexed to one-month LIBOR, the Corporation has
        entered into receive fixed/pay LIBOR-based floating interest rate swaps
        designated as cash flow hedges against the first LIBOR-based interest
        payments received that, in the aggregate for each period, are interest
        payments on such principal amount of its then existing LIBOR-indexed
        floating-rate commercial loans equal to the notional amount of the
        interest rate swaps outstanding.

        Hedge effectiveness is assessed at inception and each quarter on an on-
        going basis using regression analysis that takes into account reset
        date differences for certain designated interest rate swaps that reset
        quarterly.  Each month the Corporation makes a determination that it is
        probable that the Corporation will continue to receive interest
        payments on at least that amount of principal of its existing LIBOR-
        indexed floating-rate commercial loans that reprice monthly on the
        first business day of each month to one-month LIBOR equal to the
        notional amount of the interest rate swaps outstanding.
        Ineffectiveness is measured using the hypothetical derivative method
        and is recorded as a component of interest income on loans.

<PAGE> 13
                          MARSHALL & ILSLEY CORPORATION
                     Notes to Financial Statements - Continued
                         March 31, 2004 & 2003 (Unaudited)

        The interest rate swaps change the variable-rate cash flow exposure on
        the loans and short-term borrowings to fixed-rate cash flows.

        Changes in the fair value of the interest rate swaps designated as cash
        flow hedges are reported in accumulated other comprehensive income.
        These amounts are subsequently reclassified to interest income or
        interest expense as a yield adjustment in the same period in which the
        related interest on the variable rate loans and short-term borrowings
        affects earnings. Ineffectiveness arising from differences between the
        critical terms of the hedging instrument and hedged item is recorded in
        interest income or expense.

        The following table summarizes the Corporation's cash flow hedges.
<TABLE>
<CAPTION>
        Cash Flow Hedges
        March 31, 2004                                                                       Weighted
                                                                Notional         Fair         Average
                 Hedged                    Hedging               Amount          Value       Remaining
                  Item                   Instrument            ($ in mil)     ($ in mil)    Term (Yrs)
        --------------------------   ---------------------   -------------  -------------  ------------
       <S>                         <C>                     <C>            <C>            <C>
        Variable Rate Loans          Receive Fixed Swap     $     1,150.0  $        36.1       5.6

        Institutional CDs              Pay Fixed Swap             2,070.0          (22.9)      1.5

        Fed Funds Purchased            Pay Fixed Swap               360.0          (25.4)      2.8

        FHLB Advances                  Pay Fixed Swap               610.0          (13.6)      3.6
</TABLE>

        The impact to total net interest income from cash flow hedges,
        including amortization of terminated cash flow hedges, for the quarter
        ended March 31, 2004 was a negative $9.0 million.  The impact due to
        ineffectiveness was immaterial.

 12.    Segments

        The following represents the Corporation's operating segments as of and
        for the three months ended March 31, 2004 and 2003.  There have not
        been any changes to the way the Corporation organizes its segments.
        Charges for services from the holding company had previously been
        excluded from segment income.  Beginning with the presentation of
        segment information in the Corporation's Annual Report on Form 10-K for
        the year ended December 31, 2003, management determined that it was
        more meaningful to include such charges in evaluating the performance
        of its segments.  Prior year segment information has been restated to
        include such costs and conform to the current year presentation.  Fees
        - Intercompany represent intercompany revenues charged to other
        segments for providing certain services.  Expenses - Intercompany
        represent fees charged by other segments for certain services received.
        For each segment, Expenses - Intercompany are not the costs of that
        segment's reported intercompany revenues.  Intersegment expenses and
        assets have been eliminated. ($ in millions):
<TABLE>
<CAPTION>
                                                            Three Months Ended March 31, 2004
                            ------------------------------------------------------------------------------------------
                                                                           Reclass-
                                                                           ifications                         Consol-
                                                                Corporate   & Elim-     Sub-      Excluded    idated
                             Banking    Metavante    Others     Overhead    nations     total      Charges    Income
                           ----------   ---------   ---------   ---------   --------  ---------  ---------  ----------
<S>                      <C>         <C>         <C>         <C>        <C>        <C>        <C>         <C>
Revenues:
   Net interest income    $    274.8   $    (0.2)  $     6.4   $    (2.4)  $      --  $   278.6   $     --  $    278.6
   Fees - Other                 83.1       186.1        43.3         0.9          --      313.4         --       313.4
   Fees - Intercompany          15.7        18.9         4.8        17.5       (56.9)        --         --          --
                           ----------   ---------   ---------   ---------   ---------  ---------   --------  ----------
Total revenues                 373.6       204.8        54.5        16.0       (56.9)     592.0         --       592.0

Expenses:
   Expenses - Other            152.2       164.0        29.8        16.8        (0.5)     362.3         --       362.3
   Expenses - Intercompany      33.2        10.9        12.2         0.1       (56.4)        --         --          --
                           ----------   ---------   ---------   ---------   ---------  ---------   --------  ----------
Total expenses                 185.4       174.9        42.0        16.9       (56.9)     362.3         --       362.3
Provision for loan
   and lease losses              8.3          --         0.7          --          --        9.0         --         9.0
                           ----------   ---------   ---------   ---------   ---------  ---------   --------  ----------
Income before taxes            179.9        29.9        11.8        (0.9)         --      220.7         --       220.7
Income tax expense              58.9        11.8         4.5        (0.6)         --       74.6         --        74.6
                           ----------   ---------   ---------   ---------   ---------  ---------   --------  ----------
Segment income            $    121.0   $    18.1   $     7.3   $    (0.3)  $      --  $   146.1   $     --  $    146.1
                           ==========   =========   =========   =========   =========  =========   ========  ==========
Identifiable assets       $ 34,415.8   $   979.9   $   642.3   $   496.2   $(1,057.8) $ 35,476.4  $     --  $ 35,476.4
                           ==========   =========   =========   =========   =========  =========   ========  ==========
Return on average equity        16.1%       18.8%       11.6%                                                     17.4%
                           ==========   =========   =========                                                ==========
</TABLE>

<PAGE> 14
                          MARSHALL & ILSLEY CORPORATION
                     Notes to Financial Statements - Continued
                         March 31, 2004 & 2003 (Unaudited)
<TABLE>
<CAPTION>
                                                               Three Months Ended March 31, 2003
                               ------------------------------------------------------------------------------------------
                                                                              Reclass-
                                                                              ifications                         Consol-
                                                                   Corporate   & Elim-     Sub-      Excluded    idated
                                Banking    Metavante    Others     Overhead    nations     total      Charges    Income
                              ----------   ---------   ---------   ---------   --------  ---------  ---------  ----------
<S>                         <C>         <C>         <C>         <C>        <C>        <C>         <C>       <C>
Revenues:
   Net interest income    $    262.5   $    (1.0)  $     7.8   $    (4.8)  $      --   $   264.5   $     --  $    264.5
   Fees - Other                 91.6       157.1        41.2         0.6        (0.1)      290.4         --       290.4
   Fees - Intercompany          13.5        16.9         7.2        15.5       (53.1)         --         --          --
                           ----------   ---------   ---------   ---------   ---------   ---------   --------  ----------
Total revenues                 367.6       173.0        56.2        11.3       (53.2)      554.9         --       554.9

Expenses:
   Expenses - Other            143.1       141.6        30.6        17.3         0.5       333.1        2.5       335.6
   Expenses - Intercompany      33.5         9.3        10.7         0.2       (53.7)         --         --          --
                           ----------   ---------   ---------   ---------   ---------   ---------   --------  ----------
Total expenses                 176.6       150.9        41.3        17.5       (53.2)      333.1        2.5       335.6
Provision for loan
   and lease losses             17.6          --         8.1          --          --        25.7         --        25.7
                           ----------   ---------   ---------   ---------   ---------   ---------   --------  ----------
Income before taxes            173.4        22.1         6.8        (6.2)         --       196.1       (2.5)      193.6
Income tax expense              56.6         9.2         3.1        (2.3)         --        66.6       (1.0)       65.6
                           ----------   ---------   ---------   ---------   ---------  ----------   --------  ---------
Segment income            $    116.8   $    12.9   $     3.7   $    (3.9)  $      --  $    129.5   $   (1.5) $    128.0
                           ==========   =========   =========   =========   =========  ==========   ========  ==========
Identifiable assets       $ 32,161.9   $   838.2   $   651.7   $   403.3   $  (806.4) $ 33,248.7   $     --  $ 33,248.7
                           ==========   =========   =========   =========   =========  ==========   ========  ==========
Return on average equity        16.4%       15.8%        6.5%                                                     16.8%
                           ==========   =========   =========                                                 ==========
</TABLE>

        Metavante's segment income for the three months ended March 31, 2003
        excludes certain transition expenses associated with the integration of
        the July 2002 acquisition of Paytrust, Inc.  Such expenses are included
        in "Excluded Charges."

        Total Revenue by type in Others consists of the following:
<TABLE>
<CAPTION>
                                              Three Months Ended
                                                   March 31,
                                            ---------------------
                                               2004        2003
                                            ---------   ---------
        <S>                               <C>         <C>
         Trust Services                    $    35.5   $    29.9
         Residential Mortgage Banking            6.2        12.7
         Capital Markets                        (0.7)        1.8
         Brokerage and Insurance                 6.8         5.8
         Commercial Leasing                      4.0         3.8
         Commercial Mortgage Banking             1.6         1.3
         Others                                  1.1         0.9
                                            ---------   ---------
      Total revenue                        $    54.5   $    56.2
                                            =========   =========
</TABLE>

<PAGE> 15
 ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION
                AND RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
                               MARSHALL & ILSLEY CORPORATION
                       CONSOLIDATED AVERAGE BALANCE SHEETS (Unaudited)
                                         ($000's)

                                                                Three Months Ended March 31,
                                                              ------------------------------
                                                                  2004             2003
                                                              -------------    -------------
<S>                                                         <C>              <C>
Assets
------
Cash and due from banks                                      $     771,175    $     763,722

Investment securities:
   Trading securities                                               23,267           18,374
   Short-term investments                                          212,512          257,382
   Other investment securities:
      Taxable                                                    4,533,085        3,883,443
      Tax-exempt                                                 1,146,670        1,197,289
                                                              -------------    -------------
Total investment securities                                      5,915,534        5,356,488

Loans and leases:
   Loans and leases, net of unearned income                     25,427,518       23,900,481
   Less: Allowance for loan and lease losses                       356,146          345,055
                                                              -------------    -------------
   Net loans and leases                                         25,071,372       23,555,426

Premises and equipment, net                                        438,386          443,518
Accrued interest and other assets                                2,647,182        2,515,467
                                                              -------------    -------------
Total Assets                                                 $  34,843,649    $  32,634,621
                                                              =============    =============
Liabilities and Shareholders' Equity
------------------------------------
Deposits:
   Noninterest bearing                                       $   4,316,158    $   3,860,497
   Interest bearing                                             18,198,398       17,286,492
                                                              -------------    -------------
Total deposits                                                  22,514,556       21,146,989

Funds purchased and security repurchase agreements               2,521,642        3,019,683
Other short-term borrowings                                        906,913          589,980
Long-term borrowings                                             4,242,589        3,697,993
Accrued expenses and other liabilities                           1,283,938        1,079,911
                                                              -------------    -------------
Total liabilities                                               31,469,638       29,534,556

Shareholders' equity                                             3,374,011        3,100,065
                                                              -------------    -------------
Total Liabilities and Shareholders' Equity                   $  34,843,649    $  32,634,621
                                                              =============    =============
</TABLE>

<PAGE> 16
                                   OVERVIEW
                                   ________

The first quarter of 2004 was a strong quarter for the Corporation in terms
of earnings growth.  Loan and deposit growth, the continued improvement in
credit quality, revenue and earnings growth by both the data processing
segment ("Metavante") and trust services reporting unit and continued expense
management resulted in double-digit earnings growth in the first quarter of
2004 compared to the first quarter of 2003.  During the first quarter of
2004, the Corporation experienced lower revenue from mortgage loan sales
compared to the same period last year.

Net income for the first quarter of 2004 amounted to $146.1 million compared
to $128.0 million for the same period in the prior year, an increase of $18.1
million, or 14.1%.  Diluted earnings per share was $0.65 for the three months
ended March 31, 2004, compared with $0.56 for the three months ended March
31, 2003, an increase of 16.1%.  The return on average assets and average
equity was 1.69% and 17.42% for the quarter ended March 31, 2004, and 1.59%
and 16.75%, respectively, for the quarter ended March 31, 2003.

Although the Corporation experienced a strong first quarter, management is
not expecting comparable earnings growth for the year ended December 31,
2004.  Management believes that low double digit earnings growth in 2004 is
achievable, however, with the economy recovering slowly and modest evidence
of job growth in the markets the Corporation serves, management remains
cautious in its expectations that each positive attribute experienced this
quarter will continue or improve in future quarters.  Management continues to
believe that the outlook provided in the Corporation's Annual Report on Form
10-K for 2003 is still representative of its expectations for the year ended
December 31, 2004.  The Corporation's actual results for the year ended
December 31, 2004 could differ materially from those expected by management.
See "Forward-Looking Statements" in this Form 10-Q and the Corporation's 2003
Annual Report on Form 10-K for a discussion of the various risk factors that
could cause actual results to be different than expected results.


                           NOTEWORTHY TRANSACTIONS
                           _______________________

Some of the more notable transactions that occurred in the first quarters of
2004 and 2003 consisted of the following:

During the first quarter of 2004, the Corporation's Banking segment completed
the purchase of certain assets and the assumption of certain liabilities for
cash of AmerUs Home Lending, Inc. ("AmerUs"), an Iowa-based corporation
engaged in the business of brokering and servicing mortgage and home equity
loans.  Although not material to the Corporation, this acquisition enhances
the Corporation's wholesale lending activities by expanding its broker
network and acquiring technology that enhances the efficiency of the
wholesale lending process.

During the first quarter of 2004, the Corporation used its strong earnings
base to take advantage of the continued low interest rate environment and
prepaid and retired $55.0 million of higher cost fixed rate debt that
resulted in a charge to earnings of $4.9 million.  The loss is reported in
other in Other expense in the Consolidated Statements of Income.

During the first quarter of 2003, Metavante completed the integration of its
acquisition of Paytrust, Inc. ("Paytrust").  Such acquisition-related
transition expenses amounted to $2.5 million and are reported in various line
items in Other expense in the Consolidated Statements of Income.


                          NET INTEREST INCOME
                          ___________________

Net interest income for the first quarter of 2004 amounted to $278.6 million
compared to $264.5 million reported for the first quarter of 2003.  Loan
growth, slower prepayment activity across all asset classes, growth in
noninterest bearing deposits and the impact of prepaying higher cost debt in
the latter part of 2003 all contributed to the increase in net interest
income.  Factors negatively affecting net interest income included the impact
from lengthening liabilities in order to reduce future volatility in net
interest income due to interest rate movements and cash expenditures for
repurchases of common stock and acquisitions in the prior year.

Average earning assets in the first quarter of 2004 increased $2.1 billion or
7.1% compared to the first quarter in 2003.  Average loans and leases
accounted for $1.5 billion of the quarter over quarter growth. Average
investment securities increased $0.6 billion.  Other short-term investments
and trading securities were relatively unchanged in the first quarter of 2004
compared to the first quarter of 2003.

Average interest bearing liabilities increased $1.3 billion or 5.2% in the
first quarter of 2004 compared to the same period in 2003.  Average interest
bearing deposits increased $0.9 billion or 5.3% in the first quarter of 2004
compared to the first quarter of last year. Average total borrowings
increased $0.4 billion or 5.0% in the first quarter of 2004 compared to the
same period in 2003.

<PAGE> 17
Average noninterest bearing deposits increased $0.5 billion or 11.8% in the
three months ended March 31, 2004 compared to the same period last year.

The growth and composition of the Corporation's quarterly average loan and
lease portfolio for the current quarter and previous four quarters are
reflected in the following table.  ($ in millions):

                   Consolidated Average Loans and Leases
                   _____________________________________
<TABLE>
<CAPTION>
                                      2004                   2003                    Growth Pct.
                                    --------  ----------------------------------- -----------------
                                     First     Fourth   Third    Second   First             Prior
                                    Quarter   Quarter  Quarter  Quarter  Quarter  Annual   Quarter
                                    --------  -------- -------- -------- -------- ------- ---------
<S>                               <C>       <C>      <C>      <C>      <C>      <C>     <C>
Commercial
   Commercial                      $  7,142  $  6,839 $  6,912 $  7,043 $  6,827     4.6%      4.4%

   Commercial real estate
      Commercial mortgages            7,246     7,076    6,986    6,859    6,677     8.5       2.4
      Construction                    1,075     1,071    1,014      977      934    15.1       0.3
                                    --------  -------- -------- -------- -------- ------- ---------
   Total commercial real estate       8,321     8,147    8,000    7,836    7,611     9.3       2.1

   Commercial lease financing           399       384      392      390      394     1.2       3.6
                                    --------  -------- -------- -------- -------- ------- ---------
Total Commercial                     15,862    15,370   15,304   15,269   14,832     6.9       3.2

Personal
   Residential real estate
      Residential mortgages           2,958     2,811    2,751    2,705    2,623    12.8       5.2
      Construction                      269       246      210      189      175    54.2       9.4
                                    --------  -------- -------- -------- -------- ------- ---------
   Total residential real estate      3,227     3,057    2,961    2,894    2,798    15.3       5.6

   Personal loans
      Student                           102        95       84       97      107    (4.6)      7.8
      Credit card                       230       213      200      191      187    23.0       7.9
      Home equity loans and lines     4,439     4,215    4,100    4,075    4,048     9.6       5.3
      Other                           1,391     1,516    1,692    1,551    1,561   (10.9)     (8.3)
                                    --------  -------- -------- -------- -------- ------- ---------
   Total personal loans               6,162     6,039    6,076    5,914    5,903     4.4       2.0

   Personal lease financing             177       198      255      322      367   (51.8)    (10.7)
                                    --------  -------- -------- -------- -------- ------- ---------
Total Personal                        9,566     9,294    9,292    9,130    9,068     5.5       2.9
                                    --------  -------- -------- -------- -------- ------- ---------
Total Consolidated Average
   Loans and Leases                $ 25,428  $ 24,664 $ 24,596 $ 24,399 $ 23,900     6.4%      3.1%
                                    ========  ======== ======== ======== ======== ======= =========
</TABLE>

Total consolidated average loans and leases increased $1.5 billion or 6.4% in
the first quarter of 2004 compared to the first quarter of 2003.  Total
average commercial loan and lease growth amounted to $1.0 billion or 6.9% in
the current quarter compared to the first quarter of the prior year.  The
growth in average commercial loans and leases in the first quarter of 2004
compared to the first quarter of 2003 was primarily due to the growth in
average commercial real estate loans which increased $0.7 billion.  Total
average personal loans and leases increased $0.5 billion or 5.5% in the first
quarter of 2004 compared to the first quarter of 2003.  This growth was
driven primarily by growth in home equity loans and lines and residential
real estate loans which each increased approximately $0.4 billion.  Average
indirect auto loans and leases declined approximately $0.4 billion in the
current quarter compared to the first quarter of the prior year.  From a
production standpoint, residential real estate loan closings declined
approximately $0.5 billion or 39.5% in the first quarter of 2004 compared to
the first quarter of 2003.  However, loan closings in the first quarter of
2004 were only 2.3% behind loan closings in the fourth quarter of 2003 and
early indications, as measured by application volume, suggest that loan
closings in the second quarter of 2004 may exceed the loan closings in the
first quarter of 2004.

Compared to the fourth quarter of 2003, total average consolidated loans and
leases increased $0.8 billion or 3.1% in the first quarter of 2004. Total
average commercial loan and lease growth amounted to $0.5 billion or 3.2% in
the current quarter compared to the fourth quarter of the prior year. The
growth in average commercial loans and leases in the first quarter of 2004
compared to the fourth quarter of 2003 was primarily due to the growth in
average commercial loans which increased $0.3 billion.  Total average
personal loans and leases increased $0.3 billion or 2.9% in the first quarter
of 2004 compared to the fourth quarter of 2003.  Average personal loan and
lease growth was driven primarily by growth in home equity loans and lines
and residential real estate loans which each increased approximately $0.2
billion.  Average indirect auto loans and leases declined approximately $0.1
billion in the first quarter of 2004 compared to the fourth quarter of 2003.

<PAGE> 18
In prior quarters, commercial loan growth was largely attributable to new
customers.  Existing customers were generally not increasing their credit
needs but appeared to be focused on successfully managing their businesses
through the slower economic conditions and lower revenue levels.  The growth
in average commercial loans since the fourth quarter of 2003 has been a
combination of loans to new customers and increased activity from existing
customers whose businesses are in a variety of industries in Wisconsin and
generally throughout the Corporation's markets outside of the state.  While
it may be too early to determine if this is the early stage of more robust
business loan demand, the Corporation's commercial lending activities have
historically fared well as the economy strengthens in its markets.  Home
equity loans and lines, which includes M&I's wholesale activity, continue to
be the primary consumer loan product.  The Corporation anticipates these
products will continue to drive growth in the consumer side of its banking
activities.

Generally, the Corporation sells residential real estate production in the
secondary market, although selected loans with adjustable rate
characteristics are periodically retained in the portfolio.  Residential real
estate loans sold to investors amounted to $0.3 billion in the first quarter
of 2004 compared to $1.0 billion in the first quarter of the prior year.
Approximately $58.4 million of loans sold were attributable to the AmerUs
acquisition.  At March 31, 2004 and 2003, the Corporation had approximately
$113.0 million and $221.8 million of mortgage loans held for sale,
respectively.  Gains from the sale of mortgage loans amounted to $5.2 million
in the first quarter of 2004 compared to $13.3 million in the first quarter
of last year.  Approximately $1.6 million of the gain in the first quarter of
2004 was attributable to the AmerUs acquisition.

Auto loans securitized and sold in the first quarter of 2004 amounted to $0.1
billion compared to $0.2 billion in the first quarter of last year.  Gains
from the sale and securitization of auto loans amounted to $0.9 million in
the current quarter compared to $2.3 million in the same period last year.

The Corporation anticipates that it will continue to divest itself of
selected assets through sale or securitization in future periods.

The growth and composition of the Corporation's quarterly average deposits
for the current and previous four quarters are as follows ($ in millions):

                      Consolidated Average Deposits
                      _____________________________
<TABLE>
<CAPTION>
                                      2004                   2003                    Growth Pct.
                                    --------  ----------------------------------- -----------------
                                     First     Fourth   Third    Second   First             Prior
                                    Quarter   Quarter  Quarter  Quarter  Quarter  Annual   Quarter
                                    --------  -------- -------- -------- -------- ------- ---------
<S>                               <C>       <C>      <C>      <C>      <C>      <C>     <C>
Bank issued deposits
   Noninterest bearing deposits
      Commercial                   $  2,976  $  3,112 $  2,991 $  2,799 $  2,666    11.6%     (4.4)%
      Personal                          855       855      828      818      761    12.4       0.1
      Other                             485       502      530      456      433    11.6      (3.4)
                                    --------  -------- -------- -------- -------- ------- ---------
   Total noninterest
       bearing deposits               4,316     4,469    4,349    4,073    3,860    11.8      (3.4)

   Interest bearing deposits
      Savings and NOW                 3,303     3,282    3,273    3,139    2,896    14.1       0.6
      Money market                    5,780     6,015    6,040    6,135    6,274    (7.9)     (3.9)
      Foreign activity                  909       799      759      861      867     4.8      13.7
                                    --------  -------- -------- -------- -------- ------- ---------
   Total interest
      bearing deposits                9,992    10,096   10,072   10,135   10,037    (0.4)     (1.0)

   Time deposits
      Other CDs and time deposits     2,611     2,659    2,707    2,791    2,905   (10.1)     (1.8)
      CDs greater than $100,000         632       633      617      628      662    (4.6)     (0.2)
                                    --------  -------- -------- -------- -------- ------- ---------
   Total time deposits                3,243     3,292    3,324    3,419    3,567    (9.1)     (1.5)
                                    --------  -------- -------- -------- -------- ------- ---------
Total bank issued deposits           17,551    17,857   17,745   17,627   17,464     0.5      (1.7)

Wholesale deposits
   Money market                          75        74       73       75       77    (1.7)      2.2
   Brokered CDs                       3,854     3,270    2,938    3,048    2,682    43.7      17.8
   Foreign time                       1,035     1,282    1,399    1,392      924    11.9     (19.3)
                                    --------  -------- -------- -------- -------- ------- ---------
Total wholesale deposits              4,964     4,626    4,410    4,515    3,683    34.8       7.3
                                    --------  -------- -------- -------- -------- ------- ---------
Total consolidated
   average deposits                $ 22,515  $ 22,483 $ 22,155 $ 22,142 $ 21,147     6.5%      0.1%
                                    ========  ======== ======== ======== ======== ======= =========
</TABLE>

<PAGE> 19
Total average consolidated deposits increased $1.4 billion or 6.5% in the
first quarter of 2004 compared to the first quarter of 2003.  Average
noninterest bearing deposits increased $0.5 billion or 11.8% while average
bank-issued interest bearing activity accounts were relatively unchanged in
the current quarter compared to the first quarter of the prior year.  Average
bank-issued time deposits declined $0.3 billion in the first quarter of 2004
compared to the first quarter of 2003.  M&I's markets continue to experience
some unprofitable pricing on single service time deposit relationships to the
extent of pricing time deposits above comparable wholesale levels.  The
Corporation has elected not to pursue such relationships.

The growth in bank issued deposits, especially noninterest bearing deposits,
includes both commercial and retail banking and was influenced by the lower
interest rate environment.  In commercial banking, the focus remains on
developing deeper relationships through the sale of treasury management
products and services along with revised incentive plans focused on growing
deposits.  The retail banking strategy continues to focus on aggressively
selling the right products to meet the needs of customers and enhance the
Corporation's profitability.  Specific retail deposit initiatives include
bank-at-work, single service calling, and retention calling programs.

Historically, noninterest bearing balances have decreased in the first
quarter compared to the fourth quarter followed by consistent growth in
balances throughout the remainder of the year.  The decline in average
noninterest bearing deposits in the first quarter of 2004 compared to the
fourth quarter of 2003 reflects the historical pattern of seasonality in
average noninterest deposit balances.  The Corporation believes that annual
deposit growth better reflects trends due to this seasonality that occurs
between quarters.  Management expects the annual growth in noninterest
bearing balances in 2004 to be more modest than that experienced in 2003.

Compared with the first quarter of 2003, average wholesale deposits increased
$1.3 billion in the current quarter.  The Corporation continues to make
greater use of wholesale funding alternatives, especially institutional
certificates of deposits.  These deposits are funds in the form of deposits
generated through distribution channels other than M&I's own banking
branches.  These deposits allow the Corporation's bank subsidiaries to gather
funds across a wider geographic base and at pricing levels considered
attractive, where the underlying depositor may be retail or institutional.
Access to and use of these funding sources also provide the Corporation with
the flexibility to not pursue unprofitable single service time deposit
relationships as previously discussed.

During the first quarter of 2004, a fixed rate advance from the Federal Home
Loan Bank ("FHLB") aggregating $55.0 million with an annual coupon interest
rate of 5.06% was prepaid and retired resulting in a charge to earnings of
$4.9 million.  In addition, $45.0 million of FHLB fixed rate advances with an
annual coupon interest rate of 5.48% matured.  During the first quarter of
2004, $225.0 million of senior bank notes with an annual weighted average
coupon interest rate of 2.81% were issued.  In addition, $200.0 million of
amortizing senior bank notes with a semi-annual coupon interest rate of 2.90%
were issued.  New FHLB advances in the first quarter of 2004 amounted to
$150.0 million with an annual coupon interest rate of 2.07%.

<PAGE> 20
The Corporation's consolidated average interest earning assets and interest
bearing liabilities, interest earned and interest paid for the three months
ended March 31, 2004 and 2003, are presented in the following tables ($ in
millions):

                    Consolidated Yield and Cost Analysis
                    ____________________________________
<TABLE>
<CAPTION>
                                          Three Months Ended              Three Months Ended
                                            March 31, 2004                  March 31, 2003
                                 --------------------------------  -------------------------------
                                                           Average                           Average
                                      Average              Yield or     Average              Yield or
                                      Balance   Interest   Cost (b)     Balance   Interest   Cost (b)
                                    ----------- --------- ---------   ----------- --------- ---------
<S>                               <C>         <C>       <C>         <C>         <C>       <C>
Loans and leases: (a)
   Commercial loans and leases     $  7,540.9  $   87.4      4.67 %  $  7,220.8  $   83.8      4.70 %
   Commercial real estate loans       8,321.3     111.2      5.37       7,611.9     111.9      5.96
   Residential real estate loans      3,226.7      44.6      5.56       2,797.6      44.0      6.39
   Home equity loans and lines        4,438.2      59.1      5.35       4,048.3      59.5      5.96
   Personal loans and leases          1,900.4      24.3      5.14       2,221.9      31.6      5.76

                                   ------------ --------- ---------   ----------- --------- ---------
Total loans and leases               25,427.5     326.6      5.17      23,900.5     330.8      5.61

Investment securities (b):
   Taxable                            4,533.1      48.3      4.34       3,883.4      45.8      4.87
   Tax Exempt (a)                     1,146.7      21.4      7.70       1,197.3      22.2      7.66
                                    ----------- --------- ---------   ----------- --------- ---------
Total investment securities           5,679.8      69.7      5.01       5,080.7      68.0      5.52

Trading securities (a)                   23.3       0.1      1.57          18.4       0.1      1.48

Other short-term investments            212.5       0.5      1.03         257.4       0.7      1.16
                                    ----------- --------- ---------   ----------- --------- ---------
Total interest earning assets      $ 31,343.1  $  396.9      5.11 %  $ 29,257.0  $  399.6      5.56 %
                                    =========== ========= =========   =========== ========= =========
Interest bearing deposits:
   Bank issued deposits:
      Bank issued interest
         bearing activity deposits $  9,991.9  $   15.5      0.63 %  $ 10,036.2  $   22.4      0.91 %
      Bank issued time deposits       3,242.3      19.2      2.38       3,567.3      23.7      2.70
                                    ----------- --------- ---------   ----------- --------- ---------
   Total bank issued deposits        13,234.2      34.7      1.06      13,603.5      46.1      1.38
   Wholesale deposits                 4,964.2      20.8      1.69       3,683.0      16.7      1.84
                                    ----------- --------- ---------   ----------- --------- ---------
Total interest bearing deposits      18,198.4      55.5      1.23      17,286.5      62.8      1.47

Short-term borrowings                 3,428.5      15.8      1.86       3,609.6      22.1      2.48
Long-term borrowings                  4,242.6      39.1      3.70       3,698.0      42.2      4.63
                                    ----------- --------- ---------   ----------- --------- ---------
Total interest bearing liabilities $ 25,869.5  $  110.4      1.72 %  $ 24,594.1  $  127.1      2.10 %
                                    =========== ========= =========   =========== ========= =========
Net interest margin (FTE) as a
   percent of average earning assets           $  286.5      3.69 %              $  272.5      3.79 %
                                                ========= =========               ========= =========
Net interest spread (FTE)                                    3.39 %                            3.46 %
                                                          =========                         =========
</TABLE>

  (a)   Fully taxable equivalent basis (FTE), assuming a Federal income tax
        rate of 35%, and excluding disallowed interest expense.
  (b)   Based on average balances excluding fair value adjustments for
        available for sale securities.

The net interest margin, as a percent of average earning assets on a fully
taxable equivalent basis ("FTE"), decreased 10 basis points from 3.79 percent
in the first quarter of 2003 to 3.69 percent in the first quarter of 2004.
The yield on average interest earning assets decreased 45 basis points in the
first quarter of 2004 compared to the first quarter of the prior year.  The
cost of bank issued interest bearing deposits in the current quarter
decreased 32 basis points from the same quarter of the previous year.  The
increase in noninterest bearing deposits as previously discussed provided a
benefit to the net interest margin.  The cost of other funding sources
(wholesale deposits and total borrowings) decreased 58 basis points in the
current quarter compared to the first quarter of last year.

Net interest income was affected by a number of factors.  Loan growth, the
early retirement of higher cost debt in the latter part of 2003, and lower
levels of prepayment activity were beneficial to net interest income in the
first three months of 2004.  The low absolute level of interest rates and
increased level of prepayments experienced in the first three quarters of
2003 shortened the expected life of many of the Corporation's financial
assets.  Lower reinvestment rates and a conscious slowing in deposit
repricing resulting from selectively lowering deposit rates, has adversely
impacted net interest income.

<PAGE> 21
Management expects the net interest margin as a percent of average earning
assets will likely trend down a few basis points over the remainder of 2004.
As the economy improves, the Corporation's capacity to generate loans will
likely exceed its ability to generate appropriately priced deposits.  Net
interest income and the net interest margin can vary and continue to be
influenced by loan and deposit growth, product spreads, pricing competition
in the Corporation's markets, prepayment activity, future interest rate
changes and various other factors.

       PROVISION FOR LOAN AND LEASE LOSSES AND CREDIT QUALITY
       ______________________________________________________

The following tables present comparative consolidated credit quality
information as of March 31, 2004, and the prior four quarters.

                         Nonperforming Assets
                         ____________________

                               ($000's)
<TABLE>
<CAPTION>
                                                  2004                          2003
                                              -----------  -----------------------------------------------
                                                 First        Fourth      Third       Second      First
                                                Quarter      Quarter     Quarter     Quarter     Quarter
                                              -----------  ----------- ----------- ----------- -----------
<S>                                         <C>          <C>         <C>         <C>         <C>
Nonaccrual                                   $   149,550  $   166,387 $   180,535 $   195,448 $   205,373

Renegotiated                                         261          278         286         304         312

Past due 90 days or more                           6,296        6,111       6,479       7,561       6,439

Total nonperforming loans and leases             156,107      172,776     187,300     203,313     212,124

Other real estate owned                           13,172       13,235      13,642      10,527       8,259

Total nonperforming assets                   $   169,279  $   186,011 $   200,942 $   213,840 $   220,383

Allowance for loan and lease losses          $  353,687   $   349,561 $   348,100 $   348,100 $   338,253
</TABLE>

                        Consolidated Statistics
                        _______________________
<TABLE>
<CAPTION>
                                                  2004                          2003
                                              -----------  -----------------------------------------------
                                                 First        Fourth      Third       Second      First
                                                Quarter      Quarter     Quarter     Quarter     Quarter
                                              -----------  ----------- ----------- ----------- -----------
<S>                                         <C>          <C>         <C>         <C>         <C>
Net charge-offs to average
   loans and leases annualized                      0.08%        0.13%       0.13%       0.16%       0.44%
Total nonperforming loans and leases
   to total loans and leases                        0.60         0.69        0.76        0.82        0.88
Total nonperforming assets to total loans
   and leases and other real estate owned           0.65         0.74        0.82        0.86        0.91
Allowance for loan and lease losses
   to total loans and leases                        1.36         1.39        1.41        1.40        1.40
Allowance for loan and lease losses
   to total nonperforming loans and leases           227          202         186         171         159
</TABLE>

<PAGE> 22
                   Nonaccrual Loans and Leases By Type
                   ___________________________________

                               ($000's)
<TABLE>
<CAPTION>
                                                  2004                          2003
                                              -----------  -----------------------------------------------
                                                 First        Fourth      Third       Second      First
                                                Quarter      Quarter     Quarter     Quarter     Quarter
                                              -----------  ----------- ----------- ----------- -----------
<S>                                         <C>          <C>         <C>         <C>         <C>
Commercial
   Commercial, financial and agricultural    $    45,714  $    56,096 $    66,571 $    77,389 $    93,400
   Lease financing receivables                     7,381       13,308       4,538       6,350       6,755
                                              -----------  ----------- ----------- ----------- -----------
Total commercial                                  53,095       69,404      71,109      83,739     100,155

Real estate
   Construction and land development                  78          800         353         460       2,017
   Commercial mortgage                            46,172       42,857      47,012      46,346      42,241
   Residential mortgage                           49,528       52,098      60,287      63,843      59,547
                                              -----------  ----------- ----------- ----------- -----------
Total real estate                                 95,778       95,755     107,652     110,649     103,805

Personal                                             677        1,228       1,774       1,060       1,413
                                              -----------  ----------- ----------- ----------- -----------
Total nonaccrual loans and leases            $   149,550  $   166,387 $   180,535 $   195,448 $   205,373
                                              ===========  =========== =========== =========== ===========
</TABLE>

         Reconciliation of Allowance for Loan and Lease Losses
         _____________________________________________________

                               ($000's)
<TABLE>
<CAPTION>
                                                  2004                          2003
                                              -----------  -----------------------------------------------
                                                 First        Fourth      Third       Second      First
                                                Quarter      Quarter     Quarter     Quarter     Quarter
                                              -----------  ----------- ----------- ----------- -----------
<S>                                         <C>          <C>         <C>         <C>         <C>
Beginning balance                            $   349,561  $   348,100 $   348,100 $   338,253 $   338,409

Provision for loan and lease losses                9,027        9,807       7,852      19,642      25,692

Allowance of banks and loans acquired                 27           --          --          --          --

Loans and leases charged-off
   Commercial                                      2,904        4,497       4,317       6,619       2,256
   Real estate                                     3,138        5,142       3,238       3,739       3,130
   Personal                                        3,653        3,661       2,528       2,942       2,969
   Leases                                          1,001        2,494         880       1,191      20,060
                                              -----------  ----------- ----------- ----------- -----------
Total charge-offs                                 10,696       15,794      10,963      14,491      28,415

Recoveries on loans and leases
   Commercial                                      2,886        3,810       1,400       2,624         902
   Real estate                                     1,555        2,508         591         772         495
   Personal                                          756          762         831         732         733
   Leases                                            571          368         289         568         437
                                              -----------  ----------- ----------- ----------- -----------
Total recoveries                                   5,768        7,448       3,111       4,696       2,567
                                              -----------  ----------- ----------- ----------- -----------
Net loans and leases charge-offs                   4,928        8,346       7,852       9,795      25,848
                                              -----------  ----------- ----------- ----------- -----------
Ending balance                               $   353,687  $   349,561 $   348,100 $   348,100 $   338,253
                                              ===========  =========== =========== =========== ===========
</TABLE>

Nonperforming assets consist of nonperforming loans and leases and other real
estate owned (OREO).

OREO is principally comprised of commercial and residential properties
acquired in partial or total satisfaction of problem loans and amounted to
$13.2 million at March 31, 2004, compared to $13.2 million at December 31,
2003 and $8.3 million at March 31, 2003.

Nonperforming loans and leases consist of nonaccrual, renegotiated or
restructured loans, and loans and leases that are delinquent 90 days or more
and still accruing interest.  The balance of nonperforming loans and leases
can fluctuate widely based on the timing of cash collections, renegotiations
and renewals.

Maintaining nonperforming assets at an acceptable level is important to the
ongoing success of a financial services institution.  The Corporation's
comprehensive credit review and approval process are critical to ensuring
that the amount of nonperforming assets on a long-term basis is minimized
within the overall framework of acceptable levels of credit risk.  In
addition to the negative impact on net interest income and credit losses,
nonperforming assets also increase operating costs due to the expense
associated with collection efforts.

<PAGE> 23
At March 31, 2004, nonperforming loans and leases amounted to $156.1 million
or 0.60% of consolidated loans and leases compared to $172.8 million or 0.69%
of consolidated loans and leases at December 31, 2003, a decrease of $16.7
million or 9.6%.  Nonaccrual loans and leases accounted for all of the
decrease in nonperforming loans and leases since December 31, 2003.  The net
decrease was primarily due to continued reductions and positive resolutions
in several portfolio segments and across most loan types.  Commercial
mortgages were the only loan type that experienced an increase in nonaccrual
loans since December 31, 2003, and that increase was primarily attributable
to two loans placed on nonaccrual during the first quarter.

Net charge-offs amounted to $4.9 million or 0.08% of average loans and leases
in the first quarter of 2004 compared to $8.3 million or 0.13% of average
loans and leases in the fourth quarter of 2003 and $25.8 million or 0.44% of
average loans and leases in the first quarter of 2003.  Included in net-
charge-offs in the first quarter of 2003 was $19.0 million related to
obligations of Midwest Airlines, Inc.  The net charge-off activity
experienced in the current quarter is the lowest level experienced in any
individual quarter since the first quarter of 2000 and is the result of lower
than average charge-offs and higher than average recoveries.

Credit quality continued to show improvement as evidenced by the decline in
nonperforming loans and leases and net charge-offs which were lower than
expected based on the state of the economy in the markets the Corporation
serves.  At year-end 2003, the Corporation disclosed that it expects net
charge-offs in 2004 to range from 0.15% to 0.20% for the year and
nonperfoming loans and leases as a percent of total loans and leases
outstanding to be in the range of 70-80 basis points.  Based on this
quarter's experience, it appears that the Corporation's credit quality ratios
may be at the low end of the range in the near term.  Management continues to
believe that the long-term impact of the recent recession may still provide
some unanticipated results within the loan and lease portfolio and until the
economy demonstrates a sustained period of strengthening, some degree of
stress and uncertainty continues to exist.

The provision for loan and lease losses amounted to $9.0 million for the
three months ended March 31, 2004 compared to $9.8 million for the three
months ended December 31, 2003 and $25.7 million for the three months ended
March 31, 2003.  The Corporation has not substantively changed any aspect to
its overall approach in the determination of the allowance for loan and lease
losses.  There have been no material changes in assumptions or estimation
techniques as compared to prior periods that impacted the determination of
the current period allowance.  The allowance for loan and lease losses to
total loans and leases outstanding was 1.36% at March 31, 2004 and 1.40% at
March 31, 2003.


                               OTHER INCOME
                               ____________

Total other income in the first quarter of 2004 amounted to $313.4 million
compared to $290.4 million in the same period last year, an increase of $23.0
million or 7.9%.  The increase in other income was primarily due to growth in
data processing services and trust services revenue and was partially offset
by lower mortgage banking revenue.

Data processing services revenue amounted to $186.1 million in the first
quarter of 2004 compared to $157.1 million in the first quarter of 2003, an
increase of $29.0 million or 18.5%.  Revenue associated with Metavante's
November 2003 acquisition of Printing For Systems, Inc. contributed
approximately $11.9 million to the revenue growth.  Overall, revenue growth
was generally strong throughout all aspects of the segment.  Total buyout
revenue, which varies from period to period, increased $0.9 million in the
current quarter compared to the first quarter of last year.  Due to the
normal seasonal nature of revenues in the first quarter, management expects
data processing services revenue in the second quarter to be relatively flat
compared to the first quarter but will continue to demonstrate revenue growth
over the comparative periods of the prior year.  Management continues to
believe that the revenue and segment income outlook that was provided in the
2003 Annual Report on Form 10-K for the year ended December 31, 2004 is
achievable.

For the three months ended March 31, 2004, item processing revenue amounted
to $11.4 million compared to $10.3 million for the three months ended March
31, 2003, an increase of $1.1 million or 11.3%.  The increase in revenues is
due to new customers and increased volumes processed.

Trust services revenue amounted to $36.3 million in the first quarter of 2004
compared to $30.0 million in the first quarter of 2003, an increase of $6.3
million or 20.7%.  Revenue associated with the segments of the employee
benefit plan business purchased from a national banking association located
in Missouri contributed approximately $1.6 million to the revenue growth. The
remainder of the increase in revenue was due to sales efforts, positive
equity market performance and some shifting of funds into equities.  Assets
under management were approximately $16.6 billion at March 31, 2004, compared
to $15.7 billion at December 31, 2003, and $13.2 billion at March 31, 2003.

<PAGE> 24
Total mortgage banking revenue was $7.0 million in the first quarter of 2004
compared with $17.5 million in the first quarter of 2003, a decrease of $10.5
million.  For the three months ended March 31, 2004, the Corporation sold
$0.3 billion of loans to the secondary market.  Retained interests in the
form of mortgage servicing rights amounted to $0.4 million in the first three
months of 2004.  For the three months ended March 31, 2003, the Corporation
sold $1.0 billion of loans to the secondary market.  Retained interests in
the form of mortgage servicing rights amounted to $0.6 million in the first
three months of 2003.  Approximately $58.4 million of the loans sold and $1.6
million of the gain recognized in the first quarter of 2004 was attributable
to the AmerUs acquisition.

Net investment securities losses in the first quarter of 2004 amounted to
$0.5 million compared to net investment securities gains in the first quarter
of 2003 of $1.6 million.  Activity in both periods was primarily attributable
to the Corporation's Capital Markets Group which varies from period to
period.

Other income in the first quarter of 2004 amounted to $41.0 million compared
to $40.5 million in the first quarter of 2003, an increase of $0.5 million or
1.3%.  Auto securitization income decreased $0.9 million compared to the same
period of the prior year.  The quarter over quarter decline was primarily due
to lower gains from the sale of auto loans which was offset by increased
servicing fee income.  Auto loans securitized and sold in the first quarter
of 2004 amounted to $0.1 billion compared to $0.2 billion in the first
quarter of last year.  Gains from the sale of other real estate decreased
$1.1 million in the three months ended March 31, 2004 compared to the three
months ended March 31, 2003.  The decrease was primarily due to the sale of
one large property in the first quarter of 2003.  Growth in various other
sources of fee income and a small increase on the gain on sale of student
loans in the first quarter of 2004 compared to the first quarter of 2003
offset the income declines previously discussed.


                                 OTHER EXPENSE
                                 _____________

Total other expense for the three months ended March 31, 2004 amounted to
$362.3 million compared to $335.6 million for the three months ended March
31, 2003, an increase of $26.7 million or 8.0%.  Total other expense for the
first quarter of 2004 includes the charge for the early retirement of some
higher cost fixed rate debt and the operating expenses associated with
Metavante's acquisition of Printing For Systems, Inc. in November 2002, the
purchase of certain employee benefit plan segments beginning in the third
quarter of 2003 by the Trust Services reporting unit and the purchase of
AmerUs Home Lending, Inc. by the Banking segment on January 1, 2004.  Such
operating expenses have all been included in the Corporation's consolidated
operating expenses since the acquisitions were completed.  Total other
expense for the three months ended March 31, 2003 includes the transition
costs associated with the completion of Metavante's integration of Paytrust.
The estimated aggregate impact of these items was an increase to total other
expense over the comparative periods of approximately $12.6 million.
Excluding the impact of these items, total other expense growth in the first
quarter of 2004 compared to the first quarter of 2003 was approximately $14.1
million or 4.3%.

Expense control is sometimes measured in the financial services industry by
the efficiency ratio statistic.  The efficiency ratio is calculated by taking
total other expense divided by the sum of total other income (including
Capital Markets revenue but excluding investment securities gains or losses)
and net interest income on a fully taxable equivalent basis.  The
Corporation's efficiency ratios for the three months ended March 31, 2004,
and prior four quarters were:

                             Efficiency Ratios
                             _________________
<TABLE>
<CAPTION>

                                 March 31,    December 31,  September 30,   June 30,      March 31,
                                    2004          2003          2003          2003          2003
                               ------------- ------------- ------------- ------------- -------------
<S>                            <C>           <C>           <C>           <C>           <C>
Consolidated Corporation            60.4 %        63.9 %        69.4 %        59.0 %        59.6 %

Consolidated Corporation
   Excluding Metavante              49.2 %        52.1  %       60.6 %        48.2 %        48.5 %
</TABLE>

Salaries and employee benefits expense amounted to $203.9 million in the
first quarter of 2004 compared to $197.2 million in the first quarter of
2003, an increase of $6.7 million or 3.4%.  The impact of salaries and
benefits associated with acquisitions in the current quarter were offset by
the salaries and benefits associated with the Paytrust integration activities
in the first quarter of the prior year.

Occupancy and equipment expense amounted to $47.4 million in the first
quarter of 2004 and was relatively unchanged over the comparative periods.
Occupancy and equipment expense associated with the Paytrust integration
activities in the first quarter of the prior year was approximately $0.8
million.

<PAGE> 25
Software expenses, processing charges, supplies and printing, professional
services and shipping and handling expenses totaled $55.5 million in the
first quarter of 2004 compared to $52.2 million in the first quarter of 2003,
an increase of $3.3 million or 6.2%.  The Banking segment and Metavante
contributed approximately $1.0 million and $4.0 million to the expense
growth, respectively.  Expenses associated with residential mortgage loan
production was approximately $1.8 million lower in the first quarter of 2004
compared to the first quarter of the prior year.

Intangible amortization amounted to $5.5 million in the first quarter of 2004
compared to $6.9 million in the first quarter of 2003, a decrease of $1.4
million.  Amortization and valuation reserve adjustments associated with
mortgage servicing rights decreased amortization expense $0.6 million in the
first quarter of 2004 compared to the first quarter of 2003.  The carrying
value of the Corporation's mortgage servicing rights was $4.5 million at
March 31, 2004.  Amortization of core deposit intangibles which is based on
a declining balance method, decreased $1.1 million in the first quarter of
2004 compared to the first quarter of the prior year.

Other expense amounted to $50.1 million in the first quarter of 2004 compared
to $31.9 million in the first quarter of 2003, an increase of $18.2 million
or 57.2%.  As previously discussed, during the first quarter of 2004, the
Corporation prepaid and retired $55.0 million of higher cost fixed rate debt
that resulted in a charge to earnings of $4.9 million.  The cost associated
with card plastic sales increased $5.6 million in the first quarter of 2004
compared to the first quarter of the prior year.  The increase was primarily
attributable to Metavante's acquisition of Printing For Systems, Inc.
Increased advertising expenses contributed approximately $1.8 million to the
increase in other expense in the current quarter compared to the first
quarter in the prior year.

Other expense is affected by the capitalization of costs, net of amortization
and write-downs associated with software development and customer data
processing conversions.  Net software and conversion amortization was $3.0
million in the first quarter of 2004 and in the first quarter of 2003 net
capitalization amounted to $3.1 million resulting in an increase to other
expense over the comparative quarters of $6.1 million.


                                 INCOME TAXES
                                 ____________

The provision for income taxes for the three months ended March 31, 2004
amounted to $74.6 million or 33.8% of pre-tax income compared to $65.6
million or 33.9% of pre-tax income for the three months ended March 31, 2003.



                        LIQUIDITY AND CAPITAL RESOURCES
                        _______________________________

Shareholders' equity was $3.40 billion or 9.6% of total consolidated assets
at March 31, 2004, compared to $3.33 billion or 9.7% of total consolidated
assets at December 31, 2003, and $3.13 billion or 9.4% of total consolidated
assets at March 31, 2003.  The increase at March 31, 2004 was primarily due
to earnings net of dividends paid.  The gain in accumulated other
comprehensive income was $35.5 million higher since December 31, 2003.  The
net unrealized gain associated with available for sale investment securities
increased $27.5 million since December 31, 2003, while the unrealized loss
associated with the change in fair value of the Corporation's derivative
financial instruments designated as cash flow hedges declined $8.0 million
since December 31, 2003, resulting in the net increase in shareholders'
equity.

The Corporation has a Stock Repurchase Program under which up to 12 million
shares can be repurchased annually.  During the first quarter of 2004, 2.3
million common shares were acquired at an aggregate cost of $88.5 million or
$38.98 per common share.  See Item 2 in Part II of this Form 10-Q for the
monthly purchase activity relating to the Corporation's Stock Repurchase
Program.  During the first quarter of 2003, there were no common shares
repurchased.

<PAGE> 26
The Corporation continues to have a strong capital base and its regulatory
capital ratios are significantly above the minimum requirements as shown in
the following tables.
                             RISK-BASED CAPITAL RATIOS
                             _________________________

                                  ($ in millions)
<TABLE>
<CAPTION>
                                       March 31, 2004                  December 31, 2003
                            ---------------------------------  ---------------------------------
                                  Amount           Ratio             Amount           Ratio
                            ---------------------------------  ---------------------------------
<S>                       <C>                <C>             <C>                <C>
 Tier 1 Capital            $           2,573           8.93 % $           2,538           8.87 %
 Tier 1 Capital
   Minimum Requirement                 1,153           4.00               1,144           4.00
                            --------------------------------   --------------------------------
 Excess                    $           1,420           4.93 % $           1,394           4.87 %
                            ================================   ================================

 Total Capital             $           3,555          12.34 % $           3,511          12.28 %
 Total Capital
   Minimum Requirement                 2,305           8.00               2,288           8.00
                            --------------------------------   --------------------------------
 Excess                    $           1,250           4.34 % $           1,223           4.28 %
                            ================================   ================================

 Risk-Adjusted Assets      $          28,812                  $          28,601
                            =================                  =================
</TABLE>

                                   LEVERAGE RATIOS
                                   ---------------
                                   ($ in millions)
<TABLE>
<CAPTION>
                                       March 31, 2004                  December 31, 2003
                            ---------------------------------  ---------------------------------
                                  Amount           Ratio             Amount           Ratio
                            ---------------------------------  ---------------------------------
<S>                       <C>       <C>     <C>      <C>     <C>       <C>     <C>     <C>
 Tier 1 Capital            $           2,573           7.64 % $           2,538           7.80 %
 Minimum Leverage
   Requirement               1,011  -  1,685   3.00 -  5.00       977  -  1,628   3.00 -  5.00
                            --------------------------------   --------------------------------
 Excess                    $ 1,562  -    888   4.64 -  2.64 % $ 1,561  -    910   4.80 -  2.80 %
                            ================================   ================================
 Adjusted Average
   Total Assets            $          33,696                  $          32,553
                            =================                  =================
</TABLE>

M&I manages its liquidity to ensure that funds are available to each of its
banks to satisfy the cash flow requirements of depositors and borrowers and
to ensure the Corporation's own cash requirements are met.  M&I maintains
liquidity by obtaining funds from several sources.

The Corporation's most readily available source of liquidity is its
investment portfolio.  Investment securities available for sale, which
totaled $5.2 billion at March 31, 2004, represent a highly accessible source
of liquidity.  The Corporation's portfolio of held-to-maturity investment
securities, which totaled $0.8 billion at March 31, 2004, provides liquidity
from maturities and amortization payments.  The Corporation's mortgage loans
held-for-sale provide additional liquidity.  These loans represent recently
funded home mortgage loans that are prepared for delivery to investors, which
generally occurs within thirty to ninety days after the loan has been funded.

Depositors within M&I's defined markets are another source of liquidity.
Core deposits (demand, savings, money market and consumer time deposits)
averaged $16.0 billion in the first quarter of 2004.  The Corporation's
banking affiliates may also access the federal funds markets or utilize
collateralized borrowings such as treasury demand notes or FHLB advances.

The banking affiliates may use wholesale deposits.  Wholesale deposits are
funds in the form of deposits generated through distribution channels other
than the Corporation's own banking branches.  These deposits allow the
Corporation's banking subsidiaries to gather funds across a national
geographic base and at pricing levels considered attractive, where the
underlying depositor may be retail or institutional.  Access to wholesale
deposits also provides the Corporation with the flexibility to not pursue
single service time deposit relationships in markets that have experienced
some unprofitable pricing levels.  Wholesale deposits averaged $5.0 billion
in the first quarter of 2004.

The Corporation utilizes certain financing arrangements to meet its balance
sheet management, funding, liquidity, and market or credit risk management
needs.  The majority of these activities are basic term or revolving
securitization vehicles.  These vehicles are generally funded through term-
amortizing debt structures or with short-term commercial paper designed to be
paid off based on the underlying cash flows of the assets securitized.  These
vehicles provide access to funding sources substantially separate from the
general credit risk of the Corporation and its subsidiaries.  See Note 7 to
the Consolidated Financial Statements for an update of the Corporation's
securitization activities in the first quarter of 2004.

<PAGE> 27
The Corporation's lead bank, M&I Marshall & Ilsley Bank ("Bank"), has
implemented a bank note program which permits it to issue up to $7.0 billion
of short-term and medium-term notes which are offered and sold only to
institutional investors.  This program is intended to enhance liquidity by
enabling the Bank to sell its debt instruments in private markets in the
future without the delays which would otherwise be incurred.  Bank notes
outstanding at March 31, 2004, amounted to $2.6 billion of which $0.6 billion
is subordinated and qualifies as supplementary capital for regulatory capital
purposes.  During the first quarter of 2004, the Bank issued $0.4 billion of
senior notes.

The national capital markets represent a further source of liquidity to M&I.
M&I has filed a shelf registration statement which is intended to permit M&I
to raise funds through sales of corporate debt securities with a relatively
short lead time.  Under the shelf registration statement, the Corporation may
issue up to $0.5 billion of medium-term Series E notes with maturities
ranging from 9 months to 30 years and at fixed or floating rates.  At March
31, 2004, Series E notes issued amounted to $0.3 billion.  The Corporation
may issue up to $0.5 billion of medium-term MiNotes with maturities ranging
from 9 months to 30 years and at fixed or floating rates.  The MiNotes are
issued in smaller denominations to attract retail investors.  At March 31,
2004, MiNotes issued amounted to $0.1 billion.  Approximately $1.3 million of
MiNotes were issued during the first quarter of 2004.  Additionally, the
Corporation has a commercial paper program.  At March 31, 2004, commercial
paper outstanding amounted to $0.3 billion.

Short-term borrowings represent contractual debt obligations with maturities
of one year or less and amounted to $3.3 billion at March 31, 2004.  Long-
term borrowings amounted to $4.5 billion at March 31, 2004.  The scheduled
maturities of long-term borrowings at March 31, 2004 are as follows: $1.3
billion is due in less than one year; $1.0 billion is due in one to three
years; $0.9 billion is due in three to five years; and $1.3 billion is due in
more than five years.  There have been no other substantive changes to the
Corporation's contractual obligations as reported in the Corporation's Annual
Report on Form 10-K for the year ended December 31, 2003.


                      OFF-BALANCE SHEET ARRANGEMENTS
                      ______________________________

At March 31, 2004, there have been no substantive changes with respect to the
Corporation's off-balance sheet activities. See Note 7 to the Consolidated
Financial Statements for an update of the Corporation's securitization
activities in the first quarter of 2004.  Based on the off-balance sheet
arrangements with which it is presently involved, the Corporation does not
believe that such off-balance sheet arrangements either have, or are
reasonably likely to have, a material impact to its current or future
financial condition, results of operations, liquidity or capital.


                     CRITICAL ACCOUNTING POLICIES
                     ____________________________

The Corporation has established various accounting policies which govern the
application of accounting principles generally accepted in the United States
in the preparation of the Corporation's consolidated financial statements.
The significant accounting policies of the Corporation are described in the
footnotes to the consolidated financial statements contained in the
Corporation's Annual Report on Form 10-K and updated as necessary in its
Quarterly Reports on Form 10-Q.  Certain accounting policies involve
significant judgments and assumptions by management that may have a material
impact on the carrying value of certain assets and liabilities.  Management
considers such accounting policies to be critical accounting policies.  The
judgments and assumptions used by management are based on historical
experience and other factors, which are believed to be reasonable under the
circumstances.  Because of the nature of judgments and assumptions made by
management, actual results could differ from these judgments and estimates
which could have a material impact on the carrying values of assets and
liabilities and the results of the operations of the Corporation.  Management
continues to consider the following to be those accounting policies that
require significant judgments and assumptions:

                   Allowance for Loan and Lease Losses
                   ___________________________________

The allowance for loan and lease losses represents management's estimate of
probable losses inherent in the Corporation's loan and lease portfolio.
Management evaluates the allowance each quarter to determine that it is
adequate to absorb these inherent losses.  This evaluation is supported by a
methodology that identifies estimated losses based on assessments of
individual problem loans and historical loss patterns of homogeneous loan
pools.  In addition, environmental factors, including economic conditions and
regulatory guidance, unique to each measurement date are also considered.
This reserving methodology has the following components:

Specific Reserve.  The Corporation's internal risk rating system is used to
identify  loans and leases rated "Classified" as defined by regulatory
agencies.  In general, these loans have been internally identified as credits
requiring management's attention due to underlying problems in the borrower's
business or collateral concerns.  Subject to a minimum size, a quarterly
review of these loans is performed to identify the specific reserve necessary
to be allocated to each of these loans.  This analysis considers expected
future cash flows, the value of collateral and also other factors that may
impact the borrower's ability to make payments when due.  Included in this
group are those nonaccrual or renegotiated loans that meet the criteria as
being "impaired" under the definition in SFAS 114.  A loan is impaired when,
based on current information and events, it is probable that a creditor will
be unable to collect all amounts due according to the contractual terms of
the loan agreement.  For impaired loans, impairment is measured using one of
three alternatives: (1) the present value of expected future cash flows
discounted at the loan's effective interest rate; (2) the loan's observable
market price, if available; or (3) the fair value of the collateral for
collateral dependent loans and loans for which foreclosure is deemed to be
probable.

<PAGE> 28
Collective Loan Impairment. This component of the allowance for loan and
lease losses is comprised of two elements.  First, the Corporation makes a
significant number of loans and leases, which due to their underlying similar
characteristics, are assessed for loss as homogeneous pools.  Included in the
homogeneous pools are loans and leases from the retail sector and commercial
loans under a certain size, which have been excluded from the specific
reserve allocation previously discussed.  The Corporation segments the pools
by type of loan or lease and using historical loss information, estimates a
loss reserve for each pool.

The second element reflects management's recognition of the uncertainty and
imprecision underlying the process of estimating losses.  Based on
management's judgment, reserves are allocated to industry segments or product
types due to environmental conditions unique to the measurement period.
Consideration is given to both internal and external environmental factors
such as economic conditions in certain geographic or industry segments of the
portfolio, economic trends in the retail lending sector, risk profile, and
portfolio composition.  Reserves are allocated using estimates of loss
exposure that management has identified based on these economic trends or
conditions.  The internal risk rating system is then used to identify those
loans within these industry segments that based on financial, payment or
collateral performance, warrant closer ongoing monitoring by management.  The
specific loans mentioned earlier are excluded from this analysis.

The following factors were taken into consideration in determining the
adequacy of the allowance for loan and lease losses at March 31, 2004:

        In general, the Corporation's borrowing customers appear to be
        successfully managing their businesses through the slower economic
        conditions.  While there appear to be some signs of improvement in the
        economy and the Corporation's customer base is beginning to see some
        signs of increased business activity, the customers remain cautious of
        there being any substantive increase in revenues until later in the
        year.  As a result, the recession's lagging impact may continue to
        affect the operating performance of M&I's customers in the near term.

        At March 31, 2004, special reserves continue to be carried for
        exposures to manufacturing, healthcare, production agriculture
        (including dairy and cropping operations), truck transportation, and
        the airline and travel industries.  The majority of the commercial
        charge-offs incurred during the past two years were in these industry
        segments.  While most loans in these categories are still performing,
        the Corporation continues to believe these sectors have been more
        adversely affected by the economic slowdown.  Reduced revenues causing
        a declining utilization of the industry's capacity levels have impacted
        manufacturing.  As a result, collateral values and the amounts realized
        through the sale or liquidation of manufacturing plant and equipment
        have declined.

        During the first quarter of 2004, the Corporation's commitments to
        Shared National Credits were approximately $2.2 billion with usage
        averaging around 41%.  Many of these borrowers are in industries
        impacted by the recent months economic climate.  In addition, many of
        the Corporation's largest charge-offs have come from Shared National
        Credits.  Approximately $3.1 million of the net charge-offs in 2003
        came from Shared National Credits.  Although these factors result in an
        increased risk profile, as of March 31, 2004, Shared National Credit
        nonperforming loans were approximately 0.14% and 0.25% of this
        segment's total commitments and outstandings, respectively.  The
        Corporation's exposure to Shared National Credits is monitored closely
        given the economic uncertainty as well as this segment's loss
        experience.

        The Corporation's primary lending areas are Wisconsin, Arizona,
        Minnesota and Missouri.  The acquisitions in Minnesota and Missouri
        continue to represent relatively new geographic regions for the
        Corporation.  Each of the regions has cultural and environmental
        factors that are unique to them.  Although mitigated by the
        implementation of the Corporation's credit underwriting and monitoring
        processes, the uncertainty regarding the inherent losses in their
        respective loan and lease portfolios continues to present increased
        risks.

        At March 31, 2004, nonperforming loans and leases amounted to $156.1
        million or 0.60% of consolidated loans and leases compared to $172.8
        million or 0.69% of consolidated loans and leases at December 31, 2003,
        a decrease of $16.7 million or 9.6%.  Nonaccrual loans and leases
        accounted for all of the decrease in nonperforming loans and leases
        since December 31, 2003.  The net decrease was primarily due to
        continued reductions and positive resolutions in several portfolio
        segments and across most loan types.  Commercial mortgages was the only
        loan type that experienced an increase in nonaccrual loans since
        December 31, 2003 and that increase was primarily attributable to two
        loans placed on nonaccrual during the current quarter.

<PAGE> 29
        Net charge-offs amounted to $4.9 million or 0.08% of average loans and
        leases in the first quarter of 2004 compared to $8.3 million or 0.13%
        of average loans in the fourth quarter of 2003 and $25.8 million or
        0.44% of average loans in the first quarter of 2003.  Included in net-
        charge-offs in the first quarter of 2003 was $19.0 million related to
        the carrying value of lease obligations for airplanes leased to Midwest
        Airlines, Inc.  The net charge-off activity experienced in the current
        quarter is the lowest level experienced in any individual quarter since
        the first quarter of 2000 and is the result of lower than average
        charge-offs and higher than average recoveries.

        Credit quality continued to show improvement as evidenced by the
        decline in nonperforming loans and leases and net charge-offs which
        were lower than expected based on the state of the economy in the
        markets the Corporation serves.  In the 2003 Annual Report on Form 10-
        K, the Corporation disclosed that it expects net charge-offs in 2004 to
        range from 0.15% to 0.20% for the year and nonperfoming loans and
        leases as a percent of total loans and leases outstanding to be in the
        range of 70-80 basis points.  Based on this quarter's experience, it
        appears that the Corporation's credit quality ratios may be at the low
        end of the range in the near term.  At the present time, there is no
        specific industry that is of immediate concern; however, management
        continues to believe that the long-term impact of the recent recession
        may still provide some unanticipated results within the loan and lease
        portfolio and until the economy demonstrates a sustained period of
        strengthening, some degree of stress and uncertainty continues to
        exist.

Based on the above loss estimates, senior lending and financial management
determine their best estimate of the required reserve.  Management's
evaluation of the factors described above resulted in an allowance for loan
and lease losses of $353.7 million or 1.36% of loans and leases outstanding
at March 31, 2004 compared to $349.6 million or 1.39% of loans and leases
outstanding at December 31, 2003.  The resulting provision for loan and lease
losses was the amount required to establish the allowance for loan and lease
losses to the required level after considering charge-offs and recoveries.
Management recognizes there are significant estimates in the process and the
ultimate losses could be significantly different from those currently
estimated.

The Corporation has not substantively changed any aspect to its overall
approach in the determination of the allowance for loan and lease losses.
There have been no material changes in assumptions or estimation techniques
as compared to prior periods that impacted the determination of the current
period allowance.

                  Capitalized Software and Conversion Costs
                  _________________________________________

Direct costs associated with the production of computer software that will be
licensed externally or used in a service bureau environment are capitalized.
Capitalization of such costs is subject to strict accounting policy criteria,
although the appropriate time to initiate capitalization requires management
judgment.  Once the specific capitalized project is put into production, the
software cost is amortized over its estimated useful life, generally four
years.  Each quarter, the Corporation performs net realizable value tests to
ensure the assets are recoverable.  Such tests require management judgment as
to the future sales and profitability of a particular product which involves,
in some cases, multi-year projections.  Technology changes and changes in
customer requirements can have a significant impact on the recoverability of
these assets and can be difficult to predict.  Should significant adverse
changes occur, estimates of useful life may have to be revised or write-offs
would be required to recognize impairment.  For the three months ended March
31, 2004 and 2003, the amount of software costs capitalized amounted to $10.1
million and $15.3 million, respectively.  Amortization expense of software
costs amounted to $11.4 million for the three months ended March 31, 2004
compared to $10.7 million for the three months ended March 31, 2003.

Direct costs associated with customer system conversions to the data
processing operations are capitalized and amortized on a straight-line basis
over the terms, generally five to seven years, of the related servicing
contracts.

Capitalization only occurs when management is satisfied that such costs are
recoverable through future operations or penalties (buyout fees) in case of
early termination.  For the three months ended March 31, 2004 and 2003, the
amount of conversion costs capitalized amounted to $1.6 million and $2.6
million, respectively.  Amortization expense of conversion costs amounted to
$3.3 million and $4.1 million for the three months ended March 31, 2004 and
2003, respectively.

<PAGE> 30
Net unamortized costs were ($ in millions):
<TABLE>
<CAPTION>
                                                 March 31,
                                        -------------------------
                                             2004          2003
                                        -----------   -----------
             <S>                      <C>           <C>
              Software                 $     133.5   $     145.9

              Conversions                     29.0          34.5
                                        -----------   -----------
              Total                    $     162.5   $     180.4
                                        ===========   ===========

</TABLE>

The Corporation has not substantively changed any aspect to its overall
approach in the determination of the amount of costs that are capitalized for
software development or conversion activities.  There have been no material
changes in assumptions or estimation techniques as compared to prior periods
that impacted the determination of the periodic amortization of such costs.

                 Financial Asset Sales and Securitizations
                 _________________________________________

The Corporation utilizes certain financing arrangements to meet its balance
sheet management, funding, liquidity, and market or credit risk management
needs.  The majority of these activities are basic term or revolving
securitization vehicles.  These vehicles are generally funded through term-
amortizing debt structures or with short-term commercial paper designed to be
paid off based on the underlying cash flows of the assets securitized.  These
financing entities are contractually limited to a narrow range of activities
that facilitate the transfer of or access to various types of assets or
financial instruments.  In certain situations, the Corporation provides
liquidity and/or loss protection agreements.  In determining whether the
financing entity should be consolidated, the Corporation considers whether
the entity is a qualifying special-purpose entity (QSPE) as defined in
Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities.  For non-consolidation a QSPE must be demonstrably distinct,
have significantly limited permitted activities, hold assets that are
restricted to transferred financial assets and related assets, and can sell
or dispose of non-cash financial assets only in response to specified
conditions.

In December 2003, the Corporation adopted FASB Interpretation No. 46 ("FIN
46R"), Consolidation of Variable Interest Entities (revised December 2003).
This interpretation addresses consolidation by business enterprises of
variable interest entities and explains how to identify variable interest
entities and how an entity assesses its interests in a variable interest
entity to decide whether to consolidate that entity.  FIN 46R requires
existing unconsolidated variable interest entities to be consolidated by
their primary beneficiaries if the entities do not effectively disperse risks
among parties involved.  Variable interest entities that effectively disperse
risks will not be consolidated unless a single party holds an interest or
combination of interests that effectively recombines risks that were
previously dispersed.  Transferors to QSPEs and grandfathered QSPEs subject
to the reporting requirements of SFAS 140 are outside the scope of FIN 46R
and do not consolidate those entities.

With respect to its existing securitization activities, the Corporation does
not believe FIN 46R impacts its consolidated financial statements because its
transfers are generally to QSPEs.

The Corporation sells financial assets in a two-step process that results in
a surrender of control over the assets as evidenced by true-sale opinions
from legal counsel, to unconsolidated entities that securitize the assets.
The Corporation retains interests in the securitized assets in the form of
interest-only strips and a cash reserve account.  Gain or loss on sale of the
assets depends in part on the carrying amount assigned to the assets sold
allocated between the asset sold and retained interests based on their
relative fair values at the date of transfer.  The value of the retained
interests is based on the present value of expected cash flows estimated
using management's best estimates of the key assumptions-credit losses,
prepayment speeds, forward yield curves, and discount rates commensurate with
the risks involved.  Actual results can differ from expected results.

The Corporation reviews the carrying values of the retained interests monthly
to determine if there is a decline in value that is other than temporary and
periodically reviews the propriety of the assumptions used based on current
historical experience as well as the sensitivities of the carrying value of
the retained interests to adverse changes in the key assumptions.  The
Corporation believes that its estimates result in a reasonable estimate of
fair value of the retained interests.

The Corporation periodically sells automobile loans to an unconsolidated
multi-seller special purpose entity commercial paper conduit in
securitization transactions in which servicing responsibilities and
subordinated interests are retained.  The outstanding balances of automobile
loans sold in these securitization transactions were $1,016.7 million at
March 31, 2004.  At March 31, 2004, the carrying amount of retained interests
amounted to $44.1 million.

<PAGE> 31
The Corporation also sells, from time to time, debt securities classified as
available for sale that are highly rated to an unconsolidated bankruptcy
remote QSPE whose activities are limited to issuing highly rated asset-backed
commercial paper with maturities up to 180 days which is used to finance the
purchase of the investment securities.  The Bank provides liquidity back-up
in the form of Liquidity Purchase Agreements.  In addition, the Bank acts as
counterparty to interest rate swaps that enable the QSPE to hedge its
interest rate risk.  Such swaps are designated as free-standing derivative
financial instruments in the Corporation's Consolidated Balance Sheet.

Under the terms of the Administration Agreement, the Bank, as administrator
of the QSPE, is required to sell interests in the securities funded by the
QSPE to the Bank as the liquidity purchaser under the liquidity agreements,
if at any time (after giving effect to any issuance of new commercial paper
notes and the receipt of payments under any swap agreement) the QSPE has
insufficient funds to repay any maturing commercial paper note and the Bank,
as liquidity agent, has received a notice of such deficiency.  The Bank, as
the liquidity provider, will be obligated to purchase interests in such
securities under the terms of the liquidity agreement to repay the maturing
commercial paper notes unless (i) after giving effect to such purchase, the
aggregate of securities purchased under the relevant liquidity agreement
would exceed the aggregate maximum liquidity purchase amount under such
liquidity agreement or (ii) certain bankruptcy events with respect to the
QSPE have occurred; provided that the Bank is not required to purchase any
defaulted security.  For this purpose, a defaulted security is any security
that is rated below "Caa2" by Moody's and below "CCC" by Standard & Poors.
To date, the Bank has never acquired interests in any securities under the
terms of the liquidity agreements.

A subsidiary of the Bank has entered into interest rate swaps with the QSPE
designed to counteract the interest rate risk associated with third party
beneficial interest (commercial paper) and the transferred assets.  The
beneficial interests in the form of commercial paper have been issued by the
QSPE to parties other than the Bank and its subsidiary or any other
affiliates.  The notional amounts do not exceed the amount of beneficial
interests.  The swap agreements do not provide the QSPE or its administrative
agent any decision-making authority other than those specified in the
standard ISDA Master Agreement.

At March 31, 2004, highly rated investment securities in the amount of $295.1
million were outstanding in the QSPE to support the outstanding commercial
paper.

                                  Income Taxes
                                  ____________

Income taxes are accounted for using the asset and liability method.  Under
this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis.  Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.  The
effect on tax assets and liabilities of a change in tax rates is recognized
in the income statement in the period that includes the enactment date.

The determination of current and deferred income taxes is based on complex
analyses of many factors, including interpretation of Federal and state
income tax laws, the difference between tax and financial reporting basis of
assets and liabilities (temporary differences), estimates of amounts
currently due or owed such as the timing of reversals of temporary
differences and current accounting standards.  The Federal and state taxing
authorities who make assessments based on their determination of tax laws
periodically review the Corporation's interpretation of Federal and state
income tax laws.  Tax liabilities could differ significantly from the
estimates and interpretations used in determining the current and deferred
income tax liabilities based on the completion of taxing authority
examinations.


                          FORWARD-LOOKING STATEMENTS
                          __________________________

Items 2 and 3 of this Form 10-Q, "Management's Discussion and Analysis of
Financial Position and Results of Operations" and "Quantitative and
Qualitative Disclosures about Market Risk," respectively, contain forward-
looking statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.  Such forward-looking
statements include, without limitation, statements regarding expected
financial and operating activities and results which are preceded by words
such as "expects", "anticipates" or "believes".  Such statements are subject
to important factors that could cause the Corporation's actual results to
differ materially from those anticipated by the forward-looking statements.
These factors include those referenced in Item 1, Business, of the
Corporation's Annual Report on Form 10-K for the period ending December 31,
2003 under the heading "Forward-Looking Statements" and as may be described
from time to time in the Corporation's subsequent SEC filings, and such
factors are incorporated herein by reference.

<PAGE> 32
ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following updated information should be read in conjunction with the
Corporation's 2003 Annual Report on Form 10-K.  Updated information regarding
the Corporation's use of derivative financial instruments is contained in
Note 11, Notes to Financial Statements contained in Item 1 herein.

Market risk arises from exposure to changes in interest rates, exchange
rates, commodity prices, and other relevant market rate or price risk. The
Corporation faces market risk through trading and other than trading
activities. While market risk that arises from trading activities in the form
of foreign exchange and interest rate risk is immaterial to the Corporation,
market risk from other than trading activities in the form of interest rate
risk is measured and managed through a number of methods.

        Interest Rate Risk
        ___________________

The Corporation uses financial modeling techniques to identify potential
changes in income under a variety of possible interest rate scenarios.
Financial institutions, by their nature, bear interest rate and liquidity
risk as a necessary part of the business of managing financial assets and
liabilities.  The Corporation has designed strategies to limit these risks
within prudent parameters and identify appropriate risk/reward tradeoffs in
the financial structure of the balance sheet.

The financial models identify the specific cash flows, repricing timing and
embedded option characteristics of the assets and liabilities held by the
Corporation.  Policies are in place to assure that neither earnings nor fair
value at risk exceed appropriate limits.  The use of a limited array of
derivative financial instruments has allowed the Corporation to achieve the
desired balance sheet repricing structure while simultaneously meeting the
desired objectives of both its borrowing and depositing customers.

The models used include measures of the expected repricing characteristics of
administered rate (NOW, savings and money market accounts) and non-rate
related products (demand deposit accounts, other assets and other
liabilities).  These measures recognize the relative insensitivity of these
accounts to changes in market interest rates, as demonstrated through current
and historical experiences.  However, during the second quarter of 2003, the
Corporation increased the proportion of these accounts modeled as rate
sensitive, in order to recognize the instability of some of the recent growth
in balances in these accounts.  This modeling treatment will be maintained
until the incremental balances can be observed across a more complete
interest rate cycle.  In addition to contractual payment information for most
other assets and liabilities, the models also include estimates of expected
prepayment characteristics for those items that are likely to materially
change their payment structures in different rate environments, including
residential mortgage products, certain commercial and commercial real estate
loans and certain mortgage-related securities.  Estimates for these
sensitivities are based on industry assessments and are substantially driven
by the differential between the contractual coupon of the item and current
market rates for similar products.

This information is incorporated into a model that allows the projection of
future income levels in several different interest rate environments.
Earnings at risk is calculated by modeling income in an environment where
rates remain constant, and comparing this result to income in a different
rate environment, and then dividing this difference by the Corporation's
budgeted operating income before taxes for the calendar year.  Since future
interest rate moves are difficult to predict, the following table presents
two potential scenarios - a gradual increase of 100bp across the entire yield
curve over the course of a year (+25bp per quarter), and a gradual decrease
of 100bp across the entire yield curve over the course of a year (-25bp per
quarter) for the balance sheet as of the indicated dates:
<TABLE>
<CAPTION>
                                               Impact to Annual Pretax Income as of
                           -------------------------------------------------------------------------
                              March 31,    December 31,  September 30,     June 30,       March 31,
                                2004           2003           2003           2003            2003
                           -------------  -------------  -------------  -------------  -------------
<S>                        <C>            <C>            <C>            <C>            <C>
Hypothetical Change in Interest Rate
------------------------------------
   100 basis point gradual:
      Rise in rates              (0.7)%         (0.6)%         (1.1)%        (0.6)%         0.9 %

      Decline in rates           (2.1)%         (1.8)%         (1.6)%        (2.0)%        (1.4)%
</TABLE>

These results are based solely on the modeled parallel changes in market
rates, and do not reflect the earnings sensitivity that may arise from other
factors such as changes in the shape of the yield curve and the changes in
spread between key market rates.  These results also do not include any
management action to mitigate potential income variances within the
simulation process.  Such action could potentially include, but would not be
limited to, adjustments to the repricing characteristics of any on- or off-
balance sheet item with regard to short-term rate projections and current
market value assessments.

<PAGE> 33
Actual results will differ from simulated results due to the timing,
magnitude, and frequency of interest rate changes, as well as changes in
market conditions and management strategies.

Another component of interest rate risk is measuring the fair value at risk
for a given change in market interest rates.  The Corporation also uses
computer modeling techniques to determine the present value of all asset and
liability cash flows (both on- and off-balance sheet), adjusted for
prepayment expectations, using a market discount rate.  The net change in the
present value of the asset and liability cash flows in different market rate
environments is the amount of fair value at risk from those rate movements.
As of March 31, 2004, the fair value of equity at risk for a gradual 100bp
shift in rates has not changed materially since December 31, 2003.

        Equity Risk
        ___________

In addition to interest rate risk, the Corporation incurs market risk in the
form of equity risk. M&I's Capital Markets Group invests in private, medium-
sized companies to help establish new businesses or recapitalize existing
ones.  Exposure to the change in equity values for the companies that are
held in their portfolio exist, however, fair values are difficult to
determine until an actual sale or liquidation transaction actually occurs.

As of March 31, 2004, M&I Trust Services administered $71.5 billion in assets
and directly managed a portfolio of $16.6 billion.  Exposure exists to
changes in equity values due to the fact that fee income is partially based
on equity balances.  While this exposure is present, quantification remains
difficult due to the number of other variables affecting fee income.
Interest rate changes can also have an effect on fee income for the above
stated reasons.


ITEM 4.         CONTROLS AND PROCEDURES

We maintain a set of disclosure controls and procedures that are designed to
ensure that information required to be disclosed by us in the reports filed
by us under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms.  We carried out an evaluation, under the supervision
and with the participation of our management, including our Chief Executive
Officer and President and our Executive Vice President and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Rule 13a-15 of the Exchange Act.  Based
on that evaluation, our Chief Executive Officer and President and our
Executive Vice President and Chief Financial Officer concluded that our
disclosure controls and procedures are effective as of the end of the period
covered by this report.

There have been no changes in our internal control over financial reporting
identified in connection with the evaluation discussed above that occurred
during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

<PAGE> 34
                       PART II - OTHER INFORMATION

 ITEM 2.        CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF
                EQUITY SECURITIES

 E.     Shares Purchased

        The following table reflects the purchases of Marshall & Ilsley
        Corporation stock for the specified period:
<TABLE>
<CAPTION>
                                                        Total Number of
                                                      Shares Purchased as   Maximum Number of
                                           Average     Part of Publicly     Shares that May Yet
                       Total Number of    Price Paid  Announced Plans or    Be Purchased Under
      Period          Shares Purchased    per Share         Programs       the Plans or Programs
-------------------  -----------------  ------------ -------------------- ---------------------
<S>                  <C>                <C>          <C>                  <C>
   January 1 to
 January 31, 2004             625,900    $   38.53              625,900            11,374,100

  February 1 to
February 29, 2004           1,317,200        39.03            1,317,200            10,056,900

    March 1 to
  March 31, 2004              326,900        39.67              326,900             9,730,000
</TABLE>

        The Corporation's Share Repurchase Program was publicly reconfirmed in
        April 2003 and again in April 2004.  The Share Repurchase Program
        authorizes the purcahse of up to 12 million shares annually and renews
        each year at that level unless changed or terminated by subsequent
        Board action.


 ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

 A.     Exhibits:

        Exhibit 10(a)  -  Change of Control Agreement dated as of
                          February 19, 2004 between the Corporation
                          and Frank R. Martire.

        Exhibit 10(b)  -  Letter Agreement dated April 12, 2004
                          between the Corporation and Thomas M. Bolger.

         Exhibit 11   -   Statement Regarding Computation of Earnings
                          Per Share, Incorporated by Reference to NOTE 4
                          of Notes to Financial Statements contained in
                          Item 1 - Financial Statements (unaudited) of
                          Part 1 - Financial Information herein.

         Exhibit 12   -   Statement Regarding Computation of Ratio of
                          Earnings to Fixed Charges.

        Exhibit 31(a)  -  Certification of Chief Executive Officer
                          pursuant to Rule 13a-14(a) under the
                          Securities Exchange Act of 1934, as amended.

        Exhibit 31(b)  -  Certification of Chief Financial Officer
                          pursuant to Rule 13a-14(a) under the
                          Securities Exchange Act of 1934, as amended.

        Exhibit 32(a)  -  Certification of Chief Executive Officer
                          pursuant to 18 U.S.C. Section 1350.

        Exhibit 32(b)  -  Certification of Chief Financial Officer
                          pursuant to 18 U.S.C. Section 1350.


 B.     Reports on Form 8-K:

        On January 14, 2004, the Corporation furnished Items 7 and 12 in a
        Current Report on Form 8-K relating to the release of earnings for the
        quarter and year ended December 31, 2003.

<PAGE> 35
                               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 thereunto duly authorized.


                                       MARSHALL & ILSLEY CORPORATION
                                       (Registrant)



                                       /s/  Patricia R. Justiliano
                                       __________________________________

                                       Patricia R. Justiliano
                                       Senior Vice President and
                                         Corporate Controller
                                       (Chief Accounting Officer)



                                       /s/  James E. Sandy
                                       __________________________________

                                       James E. Sandy
                                       Vice President


May 10, 2004

<PAGE> 36
                                EXHIBIT INDEX

     Exhibit Number               Description of Exhibit
     ______________     ____________________________________________

          10(a)         Change of Control Agreement dated as of
                        February 19, 2004 between the Corporation
                        and Frank R. Martire.

          10(b)         Letter Agreement dated April 12, 2004
                        between the Corporation and Thomas M. Bolger.

           (11)         Statement Regarding Computation of Earnings Per
                        Share,Incorporated by Reference to NOTE 4 of Notes to
                        Financial Statements contained in Item 1 -
                        FinancialStatements (unaudited) of Part 1 - Financial
                        Information herein.

           (12)         Statement Regarding Computation of Ratio of Earnings
                        to Fixed Charges.

         (31)(a)        Certification of Chief Executive Officer pursuant to
                        Rule 13a-14(a) under the Securities Exchange Act of
                        1934, as amended.

         (31)(b)        Certification of Chief Financial Officer pursuant to
                        Rule 13a-14(a) under the Securities Exchange Act of
                        1934, as amended.

         (32)(a)        Certification of Chief Executive Officer pursuant to
                        18 U.S.C .Section 1350.

         (32)(b)        Certification of Chief Financial Officer pursuant to
                        18 U.S.C. Section 1350.