FORM 4
[ X ] 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 *

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 (MM/DD/YYYY)

7/5/2011
(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   7/5/2011     D    43657   D   (1) 0   D  
 
Common Stock   7/5/2011     D    2764.78   D   (2) 0   I   By Deferred Compensation Plan  
Common Stock   7/5/2011     D    197.586   D   (3) 0   I   By Retirement Program  
Common Stock   7/5/2011     D    13000   D   (4) 0   I   By IRA  

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
Stock Option (Right to Buy)   $5.21   7/5/2011     D         23500      (5) 11/5/2019   Common Stock   23500     (5) 0   D  
 
Stock Option (Right to Buy)   $18.66   7/5/2011     D         21000      (6) 10/29/2018   Common Stock   21000     (6) 0   D  
 
Stock Option (Right to Buy)   $31.4024   7/5/2011     D         18039      (7) 10/19/2017   Common Stock   18039     (7) 0   D  
 
Stock Option (Right to Buy)   $32.742   7/5/2011     D         26724      (8) 3/13/2016   Common Stock   26724     (8) 0   D  
 
Stock Option (Right to Buy)   $35.975   7/5/2011     D         18039      (9) 10/30/2016   Common Stock   18039     (9) 0   D  
 

Explanation of Responses:
( 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.

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) 7/7/2011
** 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.
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