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: KING GORDON C (Chief Credit Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-17	Common Stock $.01 Par Value	J	10.329	$44.6766	Acquired	1367.565	Direct
2004-02-17	Common Stock $.01 Par Value	J	22.159	$44.6766	Acquired	1389.724	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	5846.31	Indirect

Footnotes

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

F2: Total includes adjustment in shares for exempt purchases in issuer's Employee Stock Purchase Plan since insider's last reporting.