FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RENARD PAUL J 		2. Issuer Name and Ticker or Trading Symbol

MARSHALL & ILSLEY CORP [ MI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP and Dir. of Human Resource
(Last)          (First)          (Middle)

770 N. WATER ST. 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/18/2009
(Street)

MILWAUKEE, WI 53202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/18/2009     J (1)    20219   D $0   (1) 8254   D    
Common Stock   8/18/2009     A (2)    20894   A $0   (2) 29148   D    
Common Stock                  27393.9338   I   By Deferred Compensation Plan  
Common Stock                  25331.2961   I   By Retirement Program  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Reflects the rescission by the Company of the May 11, 2009 key restricted stock award. The May 11, 2009 award needed to be restructured in order to be in compliance with the interim final rules for TARP recipients subsequently published by the U.S. Treasury (the "Interim Final Rules"). The May 11, 2009 award was subject to the Company's right to reduce, delay vesting, cancel, impose different terms and conditions, and/or pay the award in an alternate form for any individual, including the Reporting Person, who is or may become one of the Company's senior executive officers or most highly compensated employees under the American Recovery and Reinvestment Act of 2009 (the "ARRA") as the Company deems necessary in order to comply with applicable law or regulation.
( 2)  Reflects an award of key restricted stock in lieu of an award under the Company's 1994 Long-Term Incentive Plan for Executives for the three-year performance period beginning in 2009, which is prohibited under the ARRA and the Interim Final Rules. The award vests on August 18, 2012, subject to the participant's continued employment with the Company and subject to accelerated vesting upon the death of the participant. However, as long as the Company is a "TARP recipient," as defined under the Interim Final Rules, the award may become transferable only in 25% increments at the time of the Company's repayment of 25%, 50%, 75% and 100%, respectively, of the financial assistance it received under the U.S. Treasury's Capital Purchase Program, or as may be required to satisfy tax obligations incurred in connection with the vesting of the restricted shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RENARD PAUL J
770 N. WATER ST.
MILWAUKEE, WI 53202

SVP and Dir. of Human Resource

Signatures
/s/ Jodi W. Rosenthal, as attorney-in-fact 8/19/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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