Ownership Submission
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 *
Smith Michael C
   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 Treasurer
(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   43,657 D (1) 0 D  
Common Stock 07/05/2011   D   2,764.78 D (2) 0 I By Deferred Compensation Plan
Common Stock 07/05/2011   D   197.586 D (3) 0 I By Retirement Program
Common Stock 07/05/2011   D   13,000 D (4) 0 I By IRA

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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     23,500   (5) 11/05/2019 Common Stock 23,500 (5) 0 D  
Stock Option (Right to Buy) $ 18.66 07/05/2011   D     21,000   (6) 10/29/2018 Common Stock 21,000 (6) 0 D  
Stock Option (Right to Buy) $ 31.4024 07/05/2011   D     18,039   (7) 10/19/2017 Common Stock 18,039 (7) 0 D  
Stock Option (Right to Buy) $ 32.742 07/05/2011   D     26,724   (8) 03/13/2016 Common Stock 26,724 (8) 0 D  
Stock Option (Right to Buy) $ 35.975 07/05/2011   D     18,039   (9) 10/30/2016 Common Stock 18,039 (9) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Smith Michael C
770 NORTH WATER STREET
MILWAUKEE, WI 53202		       SVP and Treasurer  

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 5,487 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 347 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 24 shares of BMO common stock having a market value of $63.15 per share.
(4) Disposed of pursuant to merger agreement between issuer and Bank of Montreal ("BMO") in exchange for 1,634 shares of BMO common stock having a market value of $63.15 per share.
(5) This option provided for vesting in three equal installments beginning 11/5/2010. 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 2,953 shares of BMO common stock for $41.45 per share.
(6) 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 2,639 shares of BMO common stock for $148.45 per share.
(7) 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 2,267 shares of BMO common stock for $249.82 per share.
(8) This option, which vested in three equal installments beginning 3/13/2007, was assumed by BMO in the Merger and replaced with an option to purchase 3,359 shares of BMO common stock for $260.48 per share.
(9) 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 2,267 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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