ASSOCIATED BANC-CORP — Director's Dealing 2005

May 20, 2005

SEC Form 4/A — Form 4/A

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2005-05-18

Reporting Person: WEBER GORDON J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-18	Common Stock $.01 Par Value	M	403	$15.52	Acquired	128074.112	Direct
2005-05-18	Common Stock $.01 Par Value	S	403	$33	Acquired	127671.112	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-18	Non-Qualified Stock Option (right to buy)	$15.52	M	403	Disposed	1997-01-29	Common Stock $.01 Par Value (403)	Direct

Footnotes

F1: This transaction was completed pursuant to the terms the insider established in a Rule 10b5-1 Trading Plan, as filed with the SEC on 12/14/04.