Edgar Filing: MARSHALL & ILSLEY CORP/WI/

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response...0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

1. Name and Address of Reporting Person*

Wardeberg George E

2. Issuer Name and Ticker or Trading Symbol

Marshall & Ilsley Corporation (MI)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director

10% Owner

Officer (give title below)

Other (specify below)

(Last) (First) (Middle)

770 North Water Street

3. I.R.S. Identification
    Number of
    Reporting Person,
    if an entity
    (voluntary)

4. Statement for
Month/Day/Year

12-16-2002

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

5. If Amendment, Date of
Original (Month/Day/Year)

Form filed by One Reporting Person

(Street)

Milwaukee WI 53202

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

Amount

(A) or
(D)

Price

FORM 4 (continued)

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
      Securities:
      Direct (D)
      or Indirect
      (I)
      (Instr. 4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr. 4)

Code

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Phantom Stock Units

1-For-1

12-13-2002

86.3392

^12-13-2002

Common Stock

86.3392

$27.71

4,347.2264

Explanation of Responses:

1 None




		**Signature of Reporting Person	Date
By: Ryan E. Daniels, Attorney-in-fact Wardeberg, George E 770 North Water Street Milwaukee WI 53202 Marshall & Ilsley Corporation (MI) 12-16-2002
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.