United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number  1-33488 

                  M&I LLC                    

      (formerly known as Marshall & Ilsley Corporation)       

(Exact name of registrant as specified in its charter)

                   770 North Water Street, Milwaukee, Wisconsin 53202, (414) 765-7801                      

(Address, including zip code, and telephone number including area code, or registrant’s principal executive offices)

                   $1.00 par value Common Stock                    

(Title of each class of securities covered by this Form)

                                                                           N/A                                                                          

(Title of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)	x	Rule 12h-3(b)(1)(i)	x
Rule 12g-4(a)(1)(ii)	¨	Rule 12h-3(b)(1)(ii)	¨
Rule 12g-4(a)(2)(i)	¨	Rule 12h-3(b)(2)(i)	¨
Rule 12g-4(a)(2)(ii)	¨	Rule 12h-3(b)(2)(ii)	¨
		Rule 15d-6	¨

Approximate number of holders of record as of the certification or notice date:    None    

Pursuant to the requirements of the Securities Exchange Act of 1934, M&I LLC (formerly known as Marshall & Ilsley Corporation) has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date:   February 8, 2008         

By:

/s/ Randall J. Erickson                                       

Randall J. Erickson
Vice President and Secretary