ASSOCIATED BANC-CORP — Director's Dealing 2005

May 19, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2005-05-16

Reporting Person: KING GORDON C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-16	Common Stock $.01 Par Value	J	20.862	$32.0634	Acquired	2498.343	Direct
2005-05-16	Common Stock $.01 Par Value	J	20.584	$32.0634	Acquired	2518.927	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	10128.09	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.