ASSOCIATED BANC-CORP — Director's Dealing 2004

May 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2004-05-21

Reporting Person: CONLON HARRY B JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-21	Common Stock $.01 Par Value	J	62.795	$28.3386	Acquired	7180.858	Indirect

Footnotes

F1: Total includes adjustment in shares for exempt purchases in issuer's Dividend Reinvestment Plan since insider's last reporting.

F2: Shares reported here have been adjusted to reflect Associated's 3 for 2 stock split, payable on May 12, 2004 to shareholders of record as of May 7, 2004.