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 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * ROOT THOMAS A   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 Audit Director (Last) (First) (Middle) 770 NORTH WATER STREET 3. Date of Earliest Transaction (Month/Day/Year) 07/05/2011 (Street) MILWAUKEE, WI 53202 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 07/05/2011   D   48,952 D (1) 0 D   Common Stock 07/05/2011   D   275.165 D (2) 0 I By Children Common Stock 07/05/2011   D   3,738.71 D (3) 0 I By Retirement Program

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		7. Title and Amount of Underlying Securities (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
Stock Option (Right to Buy)	$ 5.21	07/05/2011		D			16,600	(4)	11/05/2019	Common Stock	16,600	(4)	0	D
Stock Option (Right to Buy)	$ 18.66	07/05/2011		D			16,600	(5)	10/29/2018	Common Stock	16,600	(5)	0	D
Stock Option (Right to Buy)	$ 21.3665	07/05/2011		D			21,379	(6)	10/25/2012	Common Stock	21,379	(6)	0	D
Stock Option (Right to Buy)	$ 23.911	07/05/2011		D			18,707	(7)	12/20/2011	Common Stock	18,707	(7)	0	D
Stock Option (Right to Buy)	$ 26.0364	07/05/2011		D			16,034	(8)	10/27/2013	Common Stock	16,034	(8)	0	D
Stock Option (Right to Buy)	$ 31.3949	07/05/2011		D			16,034	(9)	10/27/2014	Common Stock	16,034	(9)	0	D
Stock Option (Right to Buy)	$ 31.4024	07/05/2011		D			14,431	(10)	10/19/2017	Common Stock	14,431	(10)	0	D
Stock Option (Right to Buy)	$ 32.046	07/05/2011		D			16,034	(11)	10/28/2015	Common Stock	16,034	(11)	0	D
Stock Option (Right to Buy)	$ 35.975	07/05/2011		D			14,431	(12)	10/30/2016	Common Stock	14,431	(12)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROOT THOMAS A 770 NORTH WATER STREET MILWAUKEE, WI 53202			SVP and Audit Director

Signatures

Jodi W. Rosenthal (as attorney-in-fact)		07/07/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO"), pursuant to which, effective July 5, 2011, Marshall & Ilsley Corporation merged with and into a subsidiary of BMO (the "Merger"), in exchange for 6,153 shares of BMO common stock having a market value of $63.15 per share.
(2)	Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 34 shares of BMO common stock having a market value of $63.15 per share.
(3)	Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 469 shares of BMO common stock having a market value of $63.15 per share.
(4)	This option provided for vesting in three equal installments beginning 11/05/2010. Vesting was accelerated to the effective time of the Merger and the option was assumed by BMO in the Merger and replaced with an option to purchase 2,086 shares of BMO common stock for $41.45 per share.
(5)	This option provided for vesting in three equal installments beginning 10/29/2009. Vesting was accelerated to the effective time of the Merger and the option was assumed by BMO in the Merger and replaced with an option to purchase 2,086 shares of BMO common stock for $148.45 per share.
(6)	This option, which vested in three equal installments beginning 10/25/2003, was assumed by BMO in the Merger and replaced with an option to purchase 2,687 shares of BMO common stock for $169.98 per share.
(7)	This option, which vested in three equal installments beginning 12/20/2002, was assumed by BMO in the Merger and replaced with an option to purchase 2,351 shares of BMO common stock for $190.22 per share.
(8)	This option, which vested in three equal installments beginning 10/27/2004, was assumed by BMO in the Merger and replaced with an option to purchase 2,015 shares of BMO common stock for $207.13 per share.
(9)	This option, which vested in three equal installments beginning 10/27/2005, was assumed by BMO in the Merger and replaced with an option to purchase 2,015 shares of BMO common stock for $249.76 per share.
(10)	This option, which vested in three equal installments beginning 10/19/2008, was assumed by BMO in the Merger and replaced with an option to purchase 1,813 shares of BMO common stock for $249.82 per share.
(11)	This option, which vested in three equal installments beginning 10/28/2006, was assumed by BMO in the Merger and replaced with an option to purchase 2,015 shares of BMO common stock for $254.94 per share.
(12)	This option, which vested in three equal installments beginning 10/30/2007, was assumed by BMO in the Merger and replaced with an option to purchase 1,813 shares of BMO common stock for $286.20 per share.
Remarks: On July 5, 2011, Bank of Montreal ("BMO") and Marshall & Ilsley Corporation ("M&I") completed their previously announced transaction whereby M&I was merged (the "Merger") with and into a wholly-owned subsidiary of BMO ("Merger Sub"), with Merger Sub continuing as the surviving entity.  Pursuant to the Merger Agreement dated December 17, 2010, as supplemented, by and among BMO, M&I and Merger Sub, in the Merger, each share of M&I common stock outstanding immediately prior to the merger was converted into the right to receive 0.1257 shares of BMO common stock.  No fractional shares of BMO common stock will be issued in connection with the Merger, and holders of M&I common stock are entitled to receive cash in lieu thereof.

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