United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number   1-15403  

          Marshall & Ilsley Corporation          

(Exact name of registrant as specified in its charter)

                     770 North Water Street, Milwaukee, Wisconsin, 53202; (414)765-7801            

(Address, including zip code, and telephone number including area code, or registrant’s principal executive offices)

     6.50% Common SPACES^SM      

(Title of each class of securities covered by this Form)

                                     Common Stock - $1.00 par value                                          

(Title of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)	x	Rule 12h-3(b)(1)(i)	¨
Rule 12g-4(a)(1)(ii)	¨	Rule 12h-3(b)(1)(ii)	¨
Rule 12g-4(a)(2)(i)	¨	Rule 12h-3(b)(2)(i)	¨
Rule 12g-4(a)(2)(ii)	¨	Rule 12h-3(b)(2)(ii)	¨
		Rule 15d-6	¨

Approximate number of holders of record as of the certification or notice date:    None  

Pursuant to the requirements of the Securities Exchange Act of 1934, Marshall & Ilsley Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:   August 22, 2007 

By:

/s/ Randall J. Erickson                                        

Randall J. Erickson

Senior Vice President, Chief Administrative Officer
and General Counsel