8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 28, 2004

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

Wisconsin	001-31343	39-1098068
(State or other jurisdiction         of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1200 Hansen Road, Green Bay, Wisconsin	54304
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code 920-491-7000

(Former name or former address, if changed since last report)

Item 5. Other Events.

On January 28, 2004, the Associated Banc-Corp Board of Directors declared its first quarter dividend. Associated Banc-Corp is placing on file as Exhibit 99 a copy of the Company’s news release relating to the dividend.

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     January 28, 2004	By     /s/ Brian R. Bodager
	(Signature)* Brian R. Bodager Chief Administrative Officer, General Counsel & Corporate Secretary

* Print name and title of the signing officer under his signature.

EX-99

Exhibit 99

News Release

CONTACTS:

Investors:
     Joe Selner, Chief Financial Officer
     920-491-7120
Media:
     Jon Drayna, Corporate Communications
     920-491-7006

Associated Banc-Corp Board sets 34-cent dividend

        GREEN BAY, Wis. – Jan. 28, 2004 – The Board of Directors of Associated Banc-Corp (NASDAQ: ASBC) today declared a regular 34-cent cash dividend, payable Feb. 16 to shareholders of record Feb. 2. It is the company’s 136th consecutive cash dividend, and represents an increase of 9.7 percent over the year-earlier period.

        Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified multibank holding company with total assets of $15.2 billion. Associated has more than 200 banking offices serving more than 150 communities in Wisconsin, Illinois, and Minnesota. The company offers a full range of traditional banking services and a variety of other financial products and services. More information about Associated Banc-Corp is available at www.AssociatedBank.com.

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