Registration No. _____________

As filed with the Securities and Exchange Commission on October 1, 1997


          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C. 20549

                       FORM S-8

                REGISTRATION STATEMENT
                         Under
              The Securities Act of 1933

             MARSHALL & ILSLEY CORPORATION
  (Exact Name of Registrant as Specified in Charter)

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

       770 North Water Street
        Milwaukee, Wisconsin            53202
     (Address of Principal Executive Offices)(Zip Code)
                    _______________

  Marshall & Ilsley Corporation 1997 Executive Stock
           Option And Restricted Stock Plan
   Security Capital Corporation 1993 Incentive Stock
                     Option Plan*
                           

                    M. A. Hatfield
             Marshall & Ilsley Corporation
                770 North Water Street
              Milwaukee, Wisconsin 53202
        (Name and address of agent for service)

                    (414) 765-7801
 (Telephone number, including area code, of agent for
                       service)

            CALCULATION OF REGISTRATION FEE


                                                                   
   Title of      Amount to        Proposed       Proposed      Amount of
  Securities   be Registered      Maximum        Maximum     Registration
    to be                         Offering      Aggregate       Fee (1)
  Registered                     Price Per       Offering          
                                  Unit(1)         Price
----------------------------------------------------------------------------
   Common                                                         
    Stock,       5,601,825          N/A        $261,073,344   $79,113.13
  $1.00 par           
    value
 

(1)    The registration fee was calculated pursuant  to
 Rule  457(c) and (h) under the Securities Act of 1933.
 With  respect to the shares registered under  the  M&I
 Plan  (5,000,000  shares),  the  registration  fee  is
 based  on  the average of the high and low  price  per
 share  of  Marshall & Ilsley Corporation common  stock
 on  September  26, 1997 on the Nasdaq National  Market
 as  reported in the Midwest Edition of The Wall Street
 Journal  on September 29, 1997 ($50.75).  With respect
 to  the  shares registered under the Security  Capital
 Plan  (601,825 shares), the registration fee is  based
 on   the  aggregate  exercise  price  for  the  shares
 underlying  the outstanding options as of  October  1,
 1997  ($7,323,344).  There will be no  further  grants
 under the Security Capital Plan.

*The  Security Capital Plan was assumed by  Marshall  &
 Ilsley   Corporation  as  of  October   1,   1997   in
 connection   with  the  merger  of  Security   Capital
 Corporation   with   and  into   Marshall   &   Ilsley
 Corporation.

<PAGE>
      
                  PART II

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The   following  documents  are  incorporated   by
reference in this Registration Statement:
     
          (a)   The Registrant's Annual Report  on
     Form  10-K for the fiscal year ended December
     31, 1996.
          
          (b)  The Registrant's Amendment No. 1 to
     Annual  Report on Form 10-K/A dated  June  3,
     1997, for the year ended December 31, 1996.
          
          (c)  The Registrant's Current Reports on
     Form  8-K  dated January 8, 1997,  March  17,
     1997 and April 1, 1997.
          
          (d)   The Registrant's Quarterly  Report
     on Form 10-Q for the quarters ended March 31,
     1997 and June 30, 1997.
          
          (e)  The description of the Registrant's
     Common  Stock  contained in the  Registrant's
     Registration  Statement  filed  pursuant   to
     Section 12(g) of the Securities Exchange  Act
     of 1934, as amended (the "Exchange Act"), and
     any amendment or report filed for the purpose
     of updating such description.
     
     All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of  the
Exchange  Act  prior to the filing of a  post-effective
amendment which indicates that all shares offered  have
been  sold  or  which deregisters all  securities  then
remaining  unsold,  shall  be  deemed  incorporated  by
reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
     
Item 6. Indemnification of Directors and Officers
     
     Section   180.0851   of  the  Wisconsin   Business
Corporation Law (the "WBCL") requires a corporation  to
indemnify  a  director or officer, to the  extent  such
person is successful on the merits or otherwise in  the
defense  of  a proceeding, for all reasonable  expenses
incurred in the proceeding, if such person was a  party
to  such proceeding because he or she was a director or
officer  of the corporation.  In cases where a director
or officer is not successful on the merits or otherwise
in  the  defense  of  a proceeding,  a  corporation  is
required  to  indemnify a director or  officer  against
liability  incurred by the director  or  officer  in  a
proceeding  if  such  person  was  a  party   to   such
proceeding  because he or she is a director or  officer
of  the corporation unless it is determined that he  or
she  breached or failed to perform a duty owed  to  the
corporation  and  such  breach or  failure  to  perform
constitutes:  (i) a willful failure to deal fairly with
the  corporation or its shareholders in connection with
a  matter  in  which  the director  or  officer  has  a
material  conflict  of interest; (ii)  a  violation  of
criminal  law,  unless  the  director  or  officer  had
reasonable  cause  to believe his or  her  conduct  was
lawful  or  no reasonable cause to believe his  or  her
conduct  was unlawful; (iii) a transaction  from  which
the  director  or officer derived an improper  personal
profit; or (iv) willful misconduct.
     
     Section 180.0858 of the WBCL provides that subject
to  certain  limitations, the mandatory indemnification
provisions  do  not  preclude any additional  right  to
indemnification  or  allowance  of  expenses   that   a
director  or  officer  may have under  a  corporation's
articles   of  incorporation  or  by-laws,  a   written
agreement  between  the director  or  officer  and  the
corporation, or a resolution of the board of  directors
or the shareholders.
     
     Unless  otherwise  provided  in  the  articles  of
incorporation  or  by-laws,  or  by  written  agreement
between the director or officer and the corporation, an
officer or director seeking indemnification is entitled
to  indemnification if approved in any of the following
manners  as specified in Section 180.0855 of the  WBCL:
(i)  by majority vote of a disinterested quorum of  the
board  of  directors,  or if such disinterested  quorum
cannot  be  obtained, by a majority vote of 

<PAGE>

a committee
of   two  or  more  disinterested  directors;  (ii)  by
independent  legal  counsel  chosen  by  a  quorum   of
disinterested directors or its committee (or if  unable
to  obtain  such a quorum or committee, by  a  majority
vote  of the full board of directors); (iii) by a panel
of  three  arbitrators (one of which  is  chosen  by  a
quorum of disinterested directors); (iv) by the vote of
the  shareholders; (v) by a court; or (vi) by any other
method permitted in Section 180.0858 of the WBCL.
     
     Reasonable  expenses incurred  by  a  director  or
officer  who  is  a  party  to  a  proceeding  may   be
reimbursed  by  a  corporation,  pursuant  to   Section
180.0853  of the WBCL, at such time as the director  or
officer    furnishes   to   the   corporation   written
affirmation of his good faith that he has not  breached
or   failed   to  perform  his  duties;   and   written
confirmation  to repay any amounts advanced  if  it  is
determined  that indemnification by the corporation  is
not required.
     
     Section 180.0859 of the WBCL provides that  it  is
the  public policy of the State of Wisconsin to require
or  permit  indemnification, allowance of expenses  and
insurance  to  the extent required or  permitted  under
Sections  180.0850  to 180.0858 of  the  WBCL  for  any
liability  incurred in connection with  any  proceeding
involving   a  federal  or  state  statute,   rule   or
regulation  regulating the offer, sale or  purchase  of
securities.
     
     As  permitted by Section 180.0858, the  Registrant
has  adopted indemnification provisions in its  by-laws
which   closely  track  the  statutory  indemnification
provisions  with  certain exceptions.   In  particular,
Section  7.1  of the Registrant's by-laws, among  other
items,  provides  that  (i)  an  individual  shall   be
indemnified  unless it is proven by  a  final  judicial
adjudication  that  indemnification is  prohibited  and
(ii)  payment or reimbursement of expenses, subject  to
certain  limitations,  will be  mandatory  rather  than
permissive.   The  Registrant has purchased  directors'
and  officers'  liability insurance which  insures  the
Registrant's  officers  and directors  against  certain
liabilities which may arise under the Securities Act of
1933.
     
     
Item 8.  Exhibits
     
      4.1 Marshall  & Ilsley Corporation 1997 Executive
          Stock Option and Restricted Stock Plan.
     
      4.2 Security  Capital Corporation 1993  Incentive
          Stock  Option  Plan (incorporated  herein  by
          reference   to  Exhibit  10.10  to   Security
          Capital  Corporation's Form S-1  Registration
          Statement declared effective on November  12,
          1993).
     
      5   Opinion  of  Godfrey & Kahn,  S.C.  regarding
          legality   of   the   Common   Stock    being
          registered.
     
     23.1 Consent of Arthur Andersen LLP.
     
     23.2 Consent of Godfrey & Kahn, S.C., included  in
          Exhibit 5.
     
     24   Powers  of  Attorney  for  Directors  of  the
          Registrant.
     
Item 9.  Undertakings*
     
     The Registrant hereby undertakes:
     
     (a)     (1)   To file, during any period in  which
       offers   or  sales  are  being  made,  a   post-
       effective   amendment   to   this   Registration
       Statement  to  include any material  information
       with  respect  to  the plan of distribution  not
       previously   disclosed   in   the   Registration
       Statement  or  any  material  change   to   such
       information in the Registration Statement.
     
       (2)   That,  for the purpose of determining  any
       liability under the Securities Act of 1933  (the
       "Securities   Act"),  each  such  post-effective
       amendment   shall  be  deemed  to   be   a   new
       registration   statement   relating    to    the
       securities offered therein, and the offering  of
       such securities at that time shall be deemed  to
       be the initial bona fide offering thereof.

<PAGE>
     
       (3)   To remove from registration by means of  a
       post-effective  amendment any of the  securities
       being  registered  which remain  unsold  at  the
       termination of the offering.
     
     (b)     (4)  That, for the purposes of determining
       any  liability  under the Securities  Act,  each
       filing   of   the  Registrant's  annual   report
       pursuant  to Section 13(a) or Section  15(d)  of
       the  Exchange  Act (and, where applicable,  each
       filing  of  an  employee benefit  plan's  annual
       report   pursuant  to  Section  15(d)   of   the
       Exchange  Act) that is incorporated by reference
       in  the  Registration Statement shall be  deemed
       to  be a new registration statement relating  to
       the   securities   offered  therein,   and   the
       offering  of such securities at that time  shall
       be  deemed to be the initial bona fide  offering
       thereof.
     
     (h)      (5)    Insofar  as  indemnification   for
       liabilities  arising under  the  Securities  Act
       may  be  permitted  to directors,  officers  and
       controlling  persons of the Registrant  pursuant
       to  the  provisions described in Item 6 of  this
       Registration   Statement,  or   otherwise,   the
       Registrant has been advised that in the  opinion
       of  the Securities and Exchange Commission  such
       indemnification  is  against  public  policy  as
       expressed   in  the  Securities  Act   and   is,
       therefore, unenforceable.  In the event  that  a
       claim    for   indemnification   against    such
       liabilities  (other  than  the  payment  by  the
       Registrant  of expenses incurred or  paid  by  a
       director, officer or controlling person  of  the
       Registrant  in  the successful  defense  of  any
       action, suit or proceeding) is asserted by  such
       director,  officer  or  controlling  person   in
       connection    with    the    securities    being
       registered, the Registrant will, unless  in  the
       opinion  of  its  counsel the  matter  has  been
       settled  by controlling precedent, submit  to  a
       court  of  appropriate jurisdiction the question
       whether  such indemnification by it  is  against
       public  policy  as expressed in  the  Securities
       Act   and   will  be  governed  by   the   final
       adjudication of such issue.
_________________
* Paragraphs correspond to Item 512 of Reg. S-K.

<PAGE>
                           
                      SIGNATURES
     
     
     Pursuant to the requirements of the Securities Act
of  1933, as amended, the Registrant certifies that  it
has reasonable grounds to believe that it meets all  of
the  requirements for filing on Form S-8 and  has  duly
caused this Registration Statement to be signed on  its
behalf  by  the undersigned, thereunto duly authorized,
in  the  City  of  Milwaukee, State  of  Wisconsin,  on
October 1, 1997.

                          MARSHALL & ILSLEY CORPORATION
                                   (Registrant)



                              By: /s/ J.B. Wigdale
                                 ------------------------
                                 J.B. Wigdale, Chairman
                                 of the Board and
                                 Chief Executive Officer


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



/s/ J.B. Wigdale                           Date: October 1, 1997
------------------------------------
J.B. Wigdale,
Chairman of the Board and a Director
(Chief Executive Officer)



/s/ G.H. Gunnlaugsson                       Date: October 1, 1997
------------------------------------
G.H. Gunnlaugsson,
Executive Vice President and a Director
(Chief Financial Officer)



/s/ P.R. Justiliano                         Date: October 1, 1997
------------------------------------
P.R. Justiliano,
Senior Vice President and Corporate Controller
(Principal Accounting Officer)



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


By: /s/ M.A. Hatfield                    Date: October 1, 1997
--------------------------------
M.A. Hatfield, As Attorney-in-Fact*

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

<PAGE>

                    EXHIBIT INDEX


     Exhibits


      4.1 Marshall & Ilsley Corporation 1997
          Executive Stock Option
          and Restricted Stock Plan.
     
      4.2 Security  Capital Corporation 1993  Incentive
          Stock  Option  Plan (incorporated  herein  by
          reference   to  Exhibit  10.10  to   Security
          Capital  Corporation's Form S-1  Registration
          Statement declared effective on November  12,
          1993).
     
      5   Opinion of Godfrey & Kahn, S.C.
          regarding legality of the
          Common Stock being registered.
     
     23.1 Consent of Arthur Andersen LLP
     
     23.2 Consent of Godfrey & Kahn, S.C.,
          included in Exhibit 5.
     
     24   Powers of Attorney for Directors of the
          Registrant.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16816}]
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Registration No. _____________

As filed with the Securities and Exchange Commission on October 1, 1997

          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C. 20549

                       FORM S-8

                REGISTRATION STATEMENT
                         Under
              The Securities Act of 1933

             MARSHALL & ILSLEY CORPORATION
  (Exact Name of Registrant as Specified in Charter)

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

       770 North Water Street
        Milwaukee, Wisconsin            53202
     (Address of Principal Executive Offices)(Zip Code)
                    _______________

  Marshall & Ilsley Corporation 1997 Executive Stock
           Option And Restricted Stock Plan
   Security Capital Corporation 1993 Incentive Stock
                     Option Plan*
                           

                    M. A. Hatfield
             Marshall & Ilsley Corporation
                770 North Water Street
              Milwaukee, Wisconsin 53202
        (Name and address of agent for service)

                    (414) 765-7801
 (Telephone number, including area code, of agent for
                       service)

            CALCULATION OF REGISTRATION FEE

                                                                   
   Title of      Amount to        Proposed       Proposed      Amount of
  Securities   be Registered      Maximum        Maximum     Registration
    to be                         Offering      Aggregate       Fee (1)
  Registered                     Price Per       Offering          
                                  Unit(1)         Price
----------------------------------------------------------------------------
   Common                                                         
    Stock,       5,601,825          N/A        $261,073,344   $79,113.13
  $1.00 par           
    value
 

(1)    The registration fee was calculated pursuant  to
 Rule  457(c) and (h) under the Securities Act of 1933.
 With  respect to the shares registered under  the  M&I
 Plan  (5,000,000  shares),  the  registration  fee  is
 based  on  the average of the high and low  price  per
 share  of  Marshall & Ilsley Corporation common  stock
 on  September  26, 1997 on the Nasdaq National  Market
 as  reported in the Midwest Edition of The Wall Street
 Journal  on September 29, 1997 ($50.75).  With respect
 to  the  shares registered under the Security  Capital
 Plan  (601,825 shares), the registration fee is  based
 on   the  aggregate  exercise  price  for  the  shares
 underlying  the outstanding options as of  October  1,
 1997  ($7,323,344).  There will be no  further  grants
 under the Security Capital Plan.

*The  Security Capital Plan was assumed by  Marshall  &
 Ilsley   Corporation  as  of  October   1,   1997   in
 connection   with  the  merger  of  Security   Capital
 Corporation   with   and  into   Marshall   &   Ilsley
 Corporation.
PART II

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The   following  documents  are  incorporated   by
reference in this Registration Statement:
     
          (a)   The Registrant's Annual Report  on
     Form  10-K for the fiscal year ended December
     31, 1996.
          
          (b)  The Registrant's Amendment No. 1 to
     Annual  Report on Form 10-K/A dated  June  3,
     1997, for the year ended December 31, 1996.
          
          (c)  The Registrant's Current Reports on
     Form  8-K  dated January 8, 1997,  March  17,
     1997 and April 1, 1997.
          
          (d)   The Registrant's Quarterly  Report
     on Form 10-Q for the quarters ended March 31,
     1997 and June 30, 1997.
          
          (e)  The description of the Registrant's
     Common  Stock  contained in the  Registrant's
     Registration  Statement  filed  pursuant   to
     Section 12(g) of the Securities Exchange  Act
     of 1934, as amended (the "Exchange Act"), and
     any amendment or report filed for the purpose
     of updating such description.
     
     All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of  the
Exchange  Act  prior to the filing of a  post-effective
amendment which indicates that all shares offered  have
been  sold  or  which deregisters all  securities  then
remaining  unsold,  shall  be  deemed  incorporated  by
reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
     
Item 6. Indemnification of Directors and Officers
     
     Section   180.0851   of  the  Wisconsin   Business
Corporation Law (the "WBCL") requires a corporation  to
indemnify  a  director or officer, to the  extent  such
person is successful on the merits or otherwise in  the
defense  of  a proceeding, for all reasonable  expenses
incurred in the proceeding, if such person was a  party
to  such proceeding because he or she was a director or
officer  of the corporation.  In cases where a director
or officer is not successful on the merits or otherwise
in  the  defense  of  a proceeding,  a  corporation  is
required  to  indemnify a director or  officer  against
liability  incurred by the director  or  officer  in  a
proceeding  if  such  person  was  a  party   to   such
proceeding  because he or she is a director or  officer
of  the corporation unless it is determined that he  or
she  breached or failed to perform a duty owed  to  the
corporation  and  such  breach or  failure  to  perform
constitutes:  (i) a willful failure to deal fairly with
the  corporation or its shareholders in connection with
a  matter  in  which  the director  or  officer  has  a
material  conflict  of interest; (ii)  a  violation  of
criminal  law,  unless  the  director  or  officer  had
reasonable  cause  to believe his or  her  conduct  was
lawful  or  no reasonable cause to believe his  or  her
conduct  was unlawful; (iii) a transaction  from  which
the  director  or officer derived an improper  personal
profit; or (iv) willful misconduct.
     
     Section 180.0858 of the WBCL provides that subject
to  certain  limitations, the mandatory indemnification
provisions  do  not  preclude any additional  right  to
indemnification  or  allowance  of  expenses   that   a
director  or  officer  may have under  a  corporation's
articles   of  incorporation  or  by-laws,  a   written
agreement  between  the director  or  officer  and  the
corporation, or a resolution of the board of  directors
or the shareholders.
     
     Unless  otherwise  provided  in  the  articles  of
incorporation  or  by-laws,  or  by  written  agreement
between the director or officer and the corporation, an
officer or director seeking indemnification is entitled
to  indemnification if approved in any of the following
manners  as specified in Section 180.0855 of the  WBCL:
(i)  by majority vote of a disinterested quorum of  the
board  of  directors,  or if such disinterested  quorum
cannot  be  obtained, by a majority vote of
a committee
of   two  or  more  disinterested  directors;  (ii)  by
independent  legal  counsel  chosen  by  a  quorum   of
disinterested directors or its committee (or if  unable
to  obtain  such a quorum or committee, by  a  majority
vote  of the full board of directors); (iii) by a panel
of  three  arbitrators (one of which  is  chosen  by  a
quorum of disinterested directors); (iv) by the vote of
the  shareholders; (v) by a court; or (vi) by any other
method permitted in Section 180.0858 of the WBCL.
     
     Reasonable  expenses incurred  by  a  director  or
officer  who  is  a  party  to  a  proceeding  may   be
reimbursed  by  a  corporation,  pursuant  to   Section
180.0853  of the WBCL, at such time as the director  or
officer    furnishes   to   the   corporation   written
affirmation of his good faith that he has not  breached
or   failed   to  perform  his  duties;   and   written
confirmation  to repay any amounts advanced  if  it  is
determined  that indemnification by the corporation  is
not required.
     
     Section 180.0859 of the WBCL provides that  it  is
the  public policy of the State of Wisconsin to require
or  permit  indemnification, allowance of expenses  and
insurance  to  the extent required or  permitted  under
Sections  180.0850  to 180.0858 of  the  WBCL  for  any
liability  incurred in connection with  any  proceeding
involving   a  federal  or  state  statute,   rule   or
regulation  regulating the offer, sale or  purchase  of
securities.
     
     As  permitted by Section 180.0858, the  Registrant
has  adopted indemnification provisions in its  by-laws
which   closely  track  the  statutory  indemnification
provisions  with  certain exceptions.   In  particular,
Section  7.1  of the Registrant's by-laws, among  other
items,  provides  that  (i)  an  individual  shall   be
indemnified  unless it is proven by  a  final  judicial
adjudication  that  indemnification is  prohibited  and
(ii)  payment or reimbursement of expenses, subject  to
certain  limitations,  will be  mandatory  rather  than
permissive.   The  Registrant has purchased  directors'
and  officers'  liability insurance which  insures  the
Registrant's  officers  and directors  against  certain
liabilities which may arise under the Securities Act of
1933.
     
     
Item 8.  Exhibits
     
      4.1 Marshall  & Ilsley Corporation 1997 Executive
          Stock Option and Restricted Stock Plan.
     
      4.2 Security  Capital Corporation 1993  Incentive
          Stock  Option  Plan (incorporated  herein  by
          reference   to  Exhibit  10.10  to   Security
          Capital  Corporation's Form S-1  Registration
          Statement declared effective on November  12,
          1993).
     
      5   Opinion  of  Godfrey & Kahn,  S.C.  regarding
          legality   of   the   Common   Stock    being
          registered.
     
     23.1 Consent of Arthur Andersen LLP.
     
     23.2 Consent of Godfrey & Kahn, S.C., included  in
          Exhibit 5.
     
     24   Powers  of  Attorney  for  Directors  of  the
          Registrant.
     
Item 9.  Undertakings*
     
     The Registrant hereby undertakes:
     
     (a)     (1)   To file, during any period in  which
       offers   or  sales  are  being  made,  a   post-
       effective   amendment   to   this   Registration
       Statement  to  include any material  information
       with  respect  to  the plan of distribution  not
       previously   disclosed   in   the   Registration
       Statement  or  any  material  change   to   such
       information in the Registration Statement.
     
       (2)   That,  for the purpose of determining  any
       liability under the Securities Act of 1933  (the
       "Securities   Act"),  each  such  post-effective
       amendment   shall  be  deemed  to   be   a   new
       registration   statement   relating    to    the
       securities offered therein, and the offering  of
       such securities at that time shall be deemed  to
       be the initial bona fide offering thereof.
(3)   To remove from registration by means of  a
       post-effective  amendment any of the  securities
       being  registered  which remain  unsold  at  the
       termination of the offering.
     
     (b)     (4)  That, for the purposes of determining
       any  liability  under the Securities  Act,  each
       filing   of   the  Registrant's  annual   report
       pursuant  to Section 13(a) or Section  15(d)  of
       the  Exchange  Act (and, where applicable,  each
       filing  of  an  employee benefit  plan's  annual
       report   pursuant  to  Section  15(d)   of   the
       Exchange  Act) that is incorporated by reference
       in  the  Registration Statement shall be  deemed
       to  be a new registration statement relating  to
       the   securities   offered  therein,   and   the
       offering  of such securities at that time  shall
       be  deemed to be the initial bona fide  offering
       thereof.
     
     (h)      (5)    Insofar  as  indemnification   for
       liabilities  arising under  the  Securities  Act
       may  be  permitted  to directors,  officers  and
       controlling  persons of the Registrant  pursuant
       to  the  provisions described in Item 6 of  this
       Registration   Statement,  or   otherwise,   the
       Registrant has been advised that in the  opinion
       of  the Securities and Exchange Commission  such
       indemnification  is  against  public  policy  as
       expressed   in  the  Securities  Act   and   is,
       therefore, unenforceable.  In the event  that  a
       claim    for   indemnification   against    such
       liabilities  (other  than  the  payment  by  the
       Registrant  of expenses incurred or  paid  by  a
       director, officer or controlling person  of  the
       Registrant  in  the successful  defense  of  any
       action, suit or proceeding) is asserted by  such
       director,  officer  or  controlling  person   in
       connection    with    the    securities    being
       registered, the Registrant will, unless  in  the
       opinion  of  its  counsel the  matter  has  been
       settled  by controlling precedent, submit  to  a
       court  of  appropriate jurisdiction the question
       whether  such indemnification by it  is  against
       public  policy  as expressed in  the  Securities
       Act   and   will  be  governed  by   the   final
       adjudication of such issue.
_________________
* Paragraphs correspond to Item 512 of Reg. S-K.
SIGNATURES
     
     
     Pursuant to the requirements of the Securities Act
of  1933, as amended, the Registrant certifies that  it
has reasonable grounds to believe that it meets all  of
the  requirements for filing on Form S-8 and  has  duly
caused this Registration Statement to be signed on  its
behalf  by  the undersigned, thereunto duly authorized,
in  the  City  of  Milwaukee, State  of  Wisconsin,  on
October 1, 1997.

                          MARSHALL & ILSLEY CORPORATION
                                   (Registrant)

                              By: /s/ J.B. Wigdale
                                 ------------------------
                                 J.B. Wigdale, Chairman
                                 of the Board and
                                 Chief Executive Officer

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

/s/ J.B. Wigdale                           Date: October 1, 1997
------------------------------------
J.B. Wigdale,
Chairman of the Board and a Director
(Chief Executive Officer)

/s/ G.H. Gunnlaugsson                       Date: October 1, 1997
------------------------------------
G.H. Gunnlaugsson,
Executive Vice President and a Director
(Chief Financial Officer)

/s/ P.R. Justiliano                         Date: October 1, 1997
------------------------------------
P.R. Justiliano,
Senior Vice President and Corporate Controller
(Principal Accounting Officer)

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

By: /s/ M.A. Hatfield                    Date: October 1, 1997
--------------------------------
M.A. Hatfield, As Attorney-in-Fact*

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

     Exhibits

      4.1 Marshall & Ilsley Corporation 1997
          Executive Stock Option
          and Restricted Stock Plan.
     
      4.2 Security  Capital Corporation 1993  Incentive
          Stock  Option  Plan (incorporated  herein  by
          reference   to  Exhibit  10.10  to   Security
          Capital  Corporation's Form S-1  Registration
          Statement declared effective on November  12,
          1993).
     
      5   Opinion of Godfrey & Kahn, S.C.
          regarding legality of the
          Common Stock being registered.
     
     23.1 Consent of Arthur Andersen LLP
     
     23.2 Consent of Godfrey & Kahn, S.C.,
          included in Exhibit 5.
     
     24   Powers of Attorney for Directors of the
          Registrant.