10-Q/A

                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549                           
                     
                                  FORM 10-Q/A

(Mark One)

    X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  
- ---------                        EXCHANGE ACT OF 1934
                     For the quarterly period ended June 30, 1995

                                         OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---------                        EXCHANGE ACT OF 1934
            For the transition period from             to                       
                                                
                          Commission File 0-5519

                              ASSOCIATED BANC-CORP
              (Exact Name of Registrant as Specified in Its Charter)

                    Wisconsin                         39-1098068                
           (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)          identification No.)

             112 North Adams Street, Green Bay, Wisconsin  54301
                   (Address of principal executive offices)                     
                                           
                                 (414) 433-3166       
               (Registrant's telephone number, including area code)

                                                                         
               (Former name, former address and former fiscal year, 
                           if changed since last report)            



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.

                          Yes     X         No 
                              ---------        ---------
                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of registrant's common stock, par value $0.01
per share, at June 30, 1995, was 15,769,015 shares.


                             ASSOCIATED BANC-CORP
                          PART II - OTHER INFORMATION


                                                                       

ITEM 6:  Exhibits and Reports on Form 8-K

(a)      Exhibits:

         (11) Statements re Computation of Per Share Earnings              

         (27) Financial Data Schedule

(b)      Reports on Form 8-K:

         There were no reports on Form 8-K filed for the six months ended
         June 30, 1995.
                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            ASSOCIATED BANC-CORP                
                                            (Registrant)

Date:  October 4, 1995
                                            /s/ Harry B. Conlon
                                            -----------------------------------
                                            Harry B. Conlon                     
                                            Chairman & Chief Executive Officer

Date:  October 4, 1995                                                     
                                            /s/ Joseph B. Selner
                                            -----------------------------------
                                            Joseph B. Selner
                                            Principal Financial Officer

                               INDEX TO EXHIBITS

    Exhibit No.                                                        

      (11)      Computations of Earnings Per Share and Average
                Number of Common Shares Outstanding             

      (27)      Financial Data Schedule

EX-27

 

<ARTICLE> 9
<CIK> 0000007789
<NAME> ASSOCIATED BANC-CORP
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995  
<PERIOD-END>                               JUN-30-1995
<CASH>                                         162,574
<INT-BEARING-DEPOSITS>                             600
<FED-FUNDS-SOLD>                                17,182
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    308,770
<INVESTMENTS-CARRYING>                         360,885
<INVESTMENTS-MARKET>                           360,157
<LOANS>                                      2,423,248
<ALLOWANCE>                                     37,874
<TOTAL-ASSETS>                               3,355,230
<DEPOSITS>                                   2,723,335
<SHORT-TERM>                                   304,203
<LIABILITIES-OTHER>                             28,250
<LONG-TERM>                                      3,467
<COMMON>                                           160
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     293,815
<TOTAL-LIABILITIES-AND-EQUITY>               3,355,230
<INTEREST-LOAN>                                102,812
<INTEREST-INVEST>                               19,981
<INTEREST-OTHER>                                   732
<INTEREST-TOTAL>                               123,525
<INTEREST-DEPOSIT>                              45,431
<INTEREST-EXPENSE>                              54,456
<INTEREST-INCOME-NET>                           69,069
<LOAN-LOSSES>                                    1,771
<SECURITIES-GAINS>                                 123
<EXPENSE-OTHER>                                 59,117
<INCOME-PRETAX>                                 33,220
<INCOME-PRE-EXTRAORDINARY>                      33,220
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    21,251
<EPS-PRIMARY>                                     1.35
<EPS-DILUTED>                                     1.35
<YIELD-ACTUAL>                                    8.35
<LOANS-NON>                                     15,265
<LOANS-PAST>                                       649
<LOANS-TROUBLED>                                 1,158
<LOANS-PROBLEM>                                 40,318
<ALLOWANCE-OPEN>                                36,369
<CHARGE-OFFS>                                    2,115
<RECOVERIES>                                     1,849
<ALLOWANCE-CLOSE>                               37,874
<ALLOWANCE-DOMESTIC>                            37,874
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0