Results of Operations and Financial Condition.

On January 15, 2009, Marshall & Ilsley Corporation issued a press release announcing its results of operations for the quarter and year ended December 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01.

Other Events.

Also on January 15, 2009, the Company published a letter to its shareholders regarding, among other things, the Company's fourth quarter results of operations, the quarterly cash dividend, and the Company's expense reduction initiatives. A copy of the letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

FORWARD-LOOKING STATEMENTS

The letter to the Company's shareholders described and incorporated by reference herein contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements regarding expected financial and operating activities and results that are preceded by, followed by, or that include words such as "may," "expects," "anticipates," "estimates" or "believes." Such statements are subject to important factors that could cause the Company's actual results to differ materially from those anticipated by the forward-looking statements. These factors include (i) the Company's exposure to the volatile commercial and residential real estate markets, which could result in increased charge-offs and increases in the Company's allowance for loan and lease losses to compensate for potential losses in its real estate loan portfolio, (ii) adverse changes in the financial performance and/or condition of the Company's borrowers, which could impact repayment of such borrowers' outstanding loans, (iii) the Company's ability to maintain required levels of capital, (iv) fluctuation of the Company's stock price, and (v) those factors referenced in Part II, Item 1A. Risk Factors in the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2008, and as may be described from time to time in the Company's subsequent SEC filings, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect only the Company's belief as of the date of the letter to shareholders and this report. Except as required by federal securities law, the Company undertakes no obligation to update these forward-looking statements or reflect events or circumstances after the date of the letter to shareholders or this report.

Item 9.01.