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: BEIDEMAN PAUL S (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-17	Common Stock $.01 Par Value	J	1.566	$44.6766	Acquired	52207.354	Direct
2004-02-17	Common Stock $.01 Par Value	J	147.728	$44.6766	Acquired	52355.082	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	29.23	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.