<PAGE>
                                              Registration No. 33-__________

    As filed with the Securities and Exchange Commission on April 25, 1995
===============================================================================

                      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
                     1995 DIRECTORS 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,         500,000         N/A         $10,093,750      $3,480.63
$1.00 par value
===============================================================================

 (1)  The registration fee was 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 21, 1995 on NASDAQ/NMS as reported
      in the Midwest Edition of The Wall Street Journal on April 24, 1995.
===============================================================================

<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, 1994.

                   (b)  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; (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

<PAGE>
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 1995 Directors Stock
                        Option Plan incorporated herein by reference to Appendix
                        A to the Registrant's 1995 Annual Meeting Proxy
                        Statement dated March 10, 1995.

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

            23.1        Consent of Arthur Andersen L.L.P.

            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

<PAGE>
            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 21, 1995.


                                         MARSHALL & ILSLEY CORPORATION
                                                  (Registrant)


                                   By: /s/  J.B. Wigdale
                                       ------------------------------------
                                       J. B. Wigdale, Chairman of the Board


         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 21, 1995
- ---------------------------------------
J. B. Wigdale,
Chairman of the Board and a Director
(Chief Executive Officer)


/s/  G. H. Gunnlaugsson                        Date:  April 21, 1995
- ---------------------------------------
G. H. Gunnlaugsson,
Executive Vice President and a Director
(Chief Financial Officer)



/s/  P. R. Justiliano                          Date:  April 21, 1995
- ---------------------------------------
P. R. Justiliano,
Senior Vice President and Corporate Controller
(Principal Accounting Officer)



   Directors:          Richard A. Abdoo, Oscar C. Boldt, J.P. Bolduc,
                       Wendell F. Bueche, J.F. Chait, Burleigh E. Jacobs,
                       Jack F. Kellner, Dennis J. Kuester, Edward L.
                       Meyer, Jr., Don R. O'Hare, San W. Orr, Jr., Peter
                       M. Platten, III, Stuart W. Tisdale, James O. Wright
                       and Gus A. Zuehlke.



By:  /s/  M. A. Hatfield                       Date:  April 21, 1995
     -----------------------------------
     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 1995 Directors
                        Stock Option Plan incorporated herein
                        by reference to Appendix A to the Registrant's
                        1995 Annual Meeting Proxy Statement dated March
                        10, 1995.

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

            23.1        Consent of Arthur Andersen L.L.P.

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

            24          Powers of Attorney for Directors of the Registrant.


PMK-M&I Form S-8 (3/95)
M&IS-8.PMK
03/30/95  jm
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 15157}]
{"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": "033-58787", "film-number": "95530996"}, "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 25, 1995
===============================================================================

                      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
                     1995 DIRECTORS 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,         500,000         N/A         $10,093,750      $3,480.63
$1.00 par value
===============================================================================

 (1)  The registration fee was 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 21, 1995 on NASDAQ/NMS as reported
      in the Midwest Edition of The Wall Street Journal on April 24, 1995.
===============================================================================
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, 1994.

                   (b)  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; (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 1995 Directors Stock
                        Option Plan incorporated herein by reference to Appendix
                        A to the Registrant's 1995 Annual Meeting Proxy
                        Statement dated March 10, 1995.

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

            23.1        Consent of Arthur Andersen L.L.P.

            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 21, 1995.

                                         MARSHALL & ILSLEY CORPORATION
                                                  (Registrant)

                                   By: /s/  J.B. Wigdale
                                       ------------------------------------
                                       J. B. Wigdale, Chairman of the Board

         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 21, 1995
- ---------------------------------------
J. B. Wigdale,
Chairman of the Board and a Director
(Chief Executive Officer)

/s/  G. H. Gunnlaugsson                        Date:  April 21, 1995
- ---------------------------------------
G. H. Gunnlaugsson,
Executive Vice President and a Director
(Chief Financial Officer)

/s/  P. R. Justiliano                          Date:  April 21, 1995
- ---------------------------------------
P. R. Justiliano,
Senior Vice President and Corporate Controller
(Principal Accounting Officer)

   Directors:          Richard A. Abdoo, Oscar C. Boldt, J.P. Bolduc,
                       Wendell F. Bueche, J.F. Chait, Burleigh E. Jacobs,
                       Jack F. Kellner, Dennis J. Kuester, Edward L.
                       Meyer, Jr., Don R. O'Hare, San W. Orr, Jr., Peter
                       M. Platten, III, Stuart W. Tisdale, James O. Wright
                       and Gus A. Zuehlke.

By:  /s/  M. A. Hatfield                       Date:  April 21, 1995
     -----------------------------------
     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 1995 Directors
                        Stock Option Plan incorporated herein
                        by reference to Appendix A to the Registrant's
                        1995 Annual Meeting Proxy Statement dated March
                        10, 1995.

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

            23.1        Consent of Arthur Andersen L.L.P.

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

            24          Powers of Attorney for Directors of the Registrant.

PMK-M&I Form S-8 (3/95)
M&IS-8.PMK
03/30/95  jm