ASSOCIATED BANC-CORP — Director's Dealing 2004

Feb 23, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2004-02-17

Reporting Person: B0DAGER BRIAN R (CAO, General Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-17	Common Stock $.01 Par Value	J	59.091	$44.6766	Acquired	45455.257	Direct
2004-02-17	Common Stock $.01 Par Value	J	4.126	$44.7266	Acquired	546.89	Indirect
2004-02-17	Common Stock $.01 Par Value	J	5.015	$44.7266	Acquired	664.76	Indirect
2004-02-17	Common Stock $.01 Par Value	J	5.015	$44.726	Acquired	664.76	Indirect

Footnotes

F1: Total includes adjustment in shares for exempt purchases in issuer's Employee Stock Purchase Plan since insider's last reporting.

F2: Total includes adjustment in shares for exempt purchases in issuer's Dividend Reinvestment Plan since insider's last reporting.