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 *
KUESTER DENNIS J
  2. Issuer Name and Ticker or Trading Symbol
MARSHALL & ILSLEY CORP [MI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman
(Last)
(First)
(Middle)
770 N. WATER ST.
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2007
(Street)

MILWAUKEE, WI 53202
4. If Amendment, Date Original Filed(Month/Day/Year)
11/14/2007
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               326,142 D  
Common Stock               1,335 I By Trust
Common Stock               799.1108 I By Retirement Program
Common Stock               111,057.5353 I By Deferred Compensation Plan

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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) $ 26.0364 11/01/2007   A   270,621     (1) 10/27/2013 Common Stock 270,621 $ 0 202,936 (11) D  
Stock Option (Right to Buy) $ 17.0633 11/01/2007   A   213,824     (2) 12/14/2010 Common Stock 213,824 $ 0 160,345 (11) D  
Stock Option (Right to Buy) $ 19.3879 11/01/2007   A   133,640     (3) 12/10/2008 Common Stock 133,640 $ 0 100,215 (11) D  
Stock Option (Right to Buy) $ 21.3665 11/01/2007   A   360,828     (4) 10/25/2012 Common Stock 360,828 $ 0 270,581 (11) D  
Stock Option (Right to Buy) $ 31.3949 11/01/2007   A   270,621     (5) 10/27/2014 Common Stock 270,621 $ 0 202,936 (11) D  
Stock Option (Right to Buy) $ 23.013 11/01/2007   A   185,759     (6) 12/16/2009 Common Stock 185,759 $ 0 139,299 (11) D  
Stock Option (Right to Buy) $ 32.046 11/01/2007   A   270,621     (7) 10/28/2015 Common Stock 270,621 $ 0 202,936 (11) D  
Stock Option (Right to Buy) $ 31.4024 11/01/2007   A   200,460     (8) 10/19/2017 Common Stock 200,460 $ 0 150,323 (11) D  
Stock Option (Right to Buy) $ 35.975 11/01/2007   A   243,558     (9) 10/30/2016 Common Stock 243,558 $ 0 182,642 (11) D  
Stock Option (Right to Buy) $ 23.911 11/01/2007   A   327,418     (10) 12/20/2011 Common Stock 327,418 $ 0 245,527 (11) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KUESTER DENNIS J
770 N. WATER ST.
MILWAUKEE, WI 53202
  X     Chairman  

Signatures

 /s/ Jodi W. Rosenthal, as attorney-in-fact   01/24/2008
**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) Immetiately exercisable upon original grant date of 10/27/2003.
(2) Immediately exercisable upon original grant date of 12/14/2000.
(3) Immediately exersicable upon original grant date of 12/10/1998.
(4) Immediately exercisable upon original grant date of 10/25/2002.
(5) Immediately exercisable upon original grant date of 10/27/2004.
(6) Immediately exercisable upon original grant date of 12/16/1999.
(7) Immediately exercisable upon original grant date 10/28/2005.
(8) Immediately exercisable upon original grant date of 10/19/2007.
(9) Immediately exercisable upon original grant date of 10/30/2006.
(10) Immediately exercisable upon original grant date of 12/20/2001.
(11) This option was granted pursuant to a series of transactions under an Investment Agreement, dated as of April 3, 2007, among the entity formerly known as Marshall & Ilsley Corporation ("Old Marshall & Ilsley"), certain of its subsidiaries and WPM, L.P. Pursuant to the Employee Matters Agreement executed in connection with the transactions, 25% of the Reporting Person's Old Marshall & Ilsley stock options were converted into options to acquire Metavante Technologies, Inc. common stock, and 75% of such options were converted into options to acquire Issuer common stock. The purpose of this amendment is to correct the number of options to acquire Issuer common stock acquired by the Reporting Person in connection with the transaction that was reported on November 15, 2007.

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