ASSOCIATED BANC-CORP — Director's Dealing 2005

Aug 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2005-07-29

Reporting Person: WEBER GORDON J (Executive Vice President,)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-29	Common Stock $.01 Par Value	A	8.35	—	Disposed	29943.28	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	127671.112	Direct
Common Stock $.01 Par Value	662.779	Indirect
Common Stock $.01 Par Value	1607.804	Indirect
Common Stock $.01 Par Value	1344.058	Indirect
Common Stock $.01 Par Value	680.722	Indirect

Footnotes

F1: Total includes balance at 8/2/05 (based on 7/29/05 deferrals) in 401K Trust account. Although the number of shares reported are less than the prior report, no sales or dispositions took place.

Share "units" are converted, for reporting and communication purposes, to "shares" of stock. The number of "shares" reported under this Plan are based on the NAV at valuation end, divided by the share price. However, there is also a cash component to the stock fund, which varies throughout the year. Due to this NAV and cash variation from valuation to valuation, the number of shares will appear to decrease because of the accounting procedures used to valuate the Plan.

NAV on 7/29/05 was $34.06 per share.