ASSOCIATED BANC-CORP — Director's Dealing 2005

Jan 25, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASSOCIATED BANC-CORP (ASBC)
CIK: 0000007789
Period of Report: 2005-01-21

Reporting Person: SELNER JOSEPH B (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-21	Common Stock $.01 Par Value	M	10209	$10.65	Acquired	113259.546	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-21	Incentive Stock Option (right to buy)	$10.65	M	10209	Disposed	2005-01-25	Common Stock $.01 Par Value (10209)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $.01 Par Value	0	Direct
Common Stock $.01 Par Value	2619.77	Indirect

Footnotes

F1: Total includes adjustment in shares at 9/30/95 in 401k trust account for which shares were purchased during the third quarter of 1995; Reporting person has elected a redistribution of shares within Plan effective 7/1/95 pursuant to an irrevocable election dated 12/16/94.