<PAGE>
                                            Registration No. 33-__________

As filed with the Securities and Exchange Commission on April 15, 1994
================================================================================

                      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.)

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

        ______________________________________________________________

        MARSHALL & ILSLEY CORPORATION 1993 EXECUTIVE 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
================================================================================

                                    Proposed       Proposed
                                     Maximum        Maximum
Title of Securities  Amount to      Offering       Aggregate     Amount of
 to be Registered  be Registered Price Per Unit  Offering Price Registration Fee
________________________________________________________________________________

Common Stock,        3,000,000       $20.75       $62,250,000    $21,465.52 (1)
$1.00 par value
                                                                              
================================================================================
 
 (1) Registration fee calculated pursuant to Rule 457(c) and (h) under the
     Securities Act of 1933. The registration fee is based on the average of
     the high and low price of a share of Marshall & Ilsley Corporation common
     stock on April 13, 1994 on NASDAQ/NMS as reported in the Midwest Edition
     of The Wall Street Journal on April 14, 1994.
                                                                              
================================================================================
<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, 1993.

           (b)  The Registrant's Current Report on Form 8-K dated
          February 23, 1994.

          (c)  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
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; (ii) by independent legal counsel chosen by a quorum of
disinterested directors or its committee; (iii) by a panel of three
arbitrators (one of which is chosen by a quorum of disinterested directors);
(iv) by the vote of the shareholders; (v) by a court; or (vi) by any other
method permitted in Section 180.0858 of the WBCL.

<PAGE>
          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 has coverage limits of $40 million per
occurrence and insures the Registrant's officers and directors against
certain liabilities which may arise under the Securities Act of 1933.


Item 8.  Exhibits


           4     Marshall & Ilsley Corporation 1993 Executive Stock Option
                 Plan.

           5     Opinion of Godfrey & Kahn, S.C. regarding legality of the
                 Common Stock being registered.

           23.1  Consent of Arthur Andersen & Co.

           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:

           (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.

<PAGE>
           (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 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.

           (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 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.

<PAGE>
                                SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-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
April 13, 1994.

                              MARSHALL & ILSLEY CORPORATION

                              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:  April 13, 1994
J. B. Wigdale,
Chairman of the Board and a Director
(Principal Executive Officer)




 /s/ G. H. Gunnlaugsson                                                       
________________________________________      Date:  April 13, 1994
G. H. Gunnlaugsson,
Executive Vice President and a Director
(Principal Financial Officer)



 /s/ P. R. Justiliano                                                         
________________________________________      Date:  April 13, 1994
P. R. Justiliano,
Vice President and Corporate Controller
(Principal Accounting Officer)



   Directors:    J. P. Bolduc, Wendell F. Bueche, J. F. Chait, Glenn A.
                 Francke, Burleigh E. Jacobs, Jack F. Kellner, James F.
                 Kress, Dennis J. Kuester, Don R. O'Hare, J. A. Puelicher,
                 Stuart W. Tisdale and James O. Wright



By:   /s/ M.A. Hatfield                                                       
     ____________________________________     Date:  April 13, 1994
     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      Marshall & Ilsley Corporation 1993 Executive Stock Option
                 Plan incorporated by reference to the Registrant's
                 Registration Statement on Form S-4 (Reg. No. 33-51753).

          5      Opinion of Godfrey & Kahn, S.C. regarding legality of the
                 Common Stock being registered.

          23.1   Consent of Arthur Andersen & Co.

          23.2   Consent of Godfrey & Kahn, S.C., included in Exhibit 5.

          24     Powers of Attorney for Directors of the Registrant.
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{"company-data": {"conformed-name": "MARSHALL & ILSLEY CORP/WI/", "cik": "0000062741", "assigned-sic": "6021", "irs-number": "390968604", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53155", "film-number": "94522917"}, "business-address": {"street1": "770 N WATER ST", "city": "MILWAUKEE", "state": "WI", "zip": "53202", "phone": "4147657801"}}
Registration No. 33-__________

As filed with the Securities and Exchange Commission on April 15, 1994
================================================================================

                      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.)

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

        ______________________________________________________________

        MARSHALL & ILSLEY CORPORATION 1993 EXECUTIVE 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
================================================================================

                                    Proposed       Proposed
                                     Maximum        Maximum
Title of Securities  Amount to      Offering       Aggregate     Amount of
 to be Registered  be Registered Price Per Unit  Offering Price Registration Fee
________________________________________________________________________________

Common Stock,        3,000,000       $20.75       $62,250,000    $21,465.52 (1)
$1.00 par value
                                                                              
================================================================================
 
 (1) Registration fee calculated pursuant to Rule 457(c) and (h) under the
     Securities Act of 1933. The registration fee is based on the average of
     the high and low price of a share of Marshall & Ilsley Corporation common
     stock on April 13, 1994 on NASDAQ/NMS as reported in the Midwest Edition
     of The Wall Street Journal on April 14, 1994.
                                                                              
================================================================================
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, 1993.

           (b)  The Registrant's Current Report on Form 8-K dated
          February 23, 1994.

          (c)  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
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; (ii) by independent legal counsel chosen by a quorum of
disinterested directors or its committee; (iii) by a panel of three
arbitrators (one of which is chosen by a quorum of disinterested directors);
(iv) by the vote of the shareholders; (v) by a court; or (vi) by any other
method permitted in Section 180.0858 of the WBCL.
Reasonable expenses incurred by a director or officer who is a party
to a proceeding may be reimbursed by 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 has coverage limits of $40 million per
occurrence and insures the Registrant's officers and directors against
certain liabilities which may arise under the Securities Act of 1933.

Item 8.  Exhibits

           4     Marshall & Ilsley Corporation 1993 Executive Stock Option
                 Plan.

           5     Opinion of Godfrey & Kahn, S.C. regarding legality of the
                 Common Stock being registered.

           23.1  Consent of Arthur Andersen & Co.

           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:

           (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.
(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 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.

           (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 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-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
April 13, 1994.

                              MARSHALL & ILSLEY CORPORATION

                              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:  April 13, 1994
J. B. Wigdale,
Chairman of the Board and a Director
(Principal Executive Officer)

 /s/ G. H. Gunnlaugsson                                                       
________________________________________      Date:  April 13, 1994
G. H. Gunnlaugsson,
Executive Vice President and a Director
(Principal Financial Officer)

 /s/ P. R. Justiliano                                                         
________________________________________      Date:  April 13, 1994
P. R. Justiliano,
Vice President and Corporate Controller
(Principal Accounting Officer)

   Directors:    J. P. Bolduc, Wendell F. Bueche, J. F. Chait, Glenn A.
                 Francke, Burleigh E. Jacobs, Jack F. Kellner, James F.
                 Kress, Dennis J. Kuester, Don R. O'Hare, J. A. Puelicher,
                 Stuart W. Tisdale and James O. Wright

By:   /s/ M.A. Hatfield                                                       
     ____________________________________     Date:  April 13, 1994
     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      Marshall & Ilsley Corporation 1993 Executive Stock Option
                 Plan incorporated by reference to the Registrant's
                 Registration Statement on Form S-4 (Reg. No. 33-51753).

          5      Opinion of Godfrey & Kahn, S.C. regarding legality of the
                 Common Stock being registered.

          23.1   Consent of Arthur Andersen & Co.

          23.2   Consent of Godfrey & Kahn, S.C., included in Exhibit 5.

          24     Powers of Attorney for Directors of the Registrant.