<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               __________________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported):  May 23, 2002
                                                            ------------

                             ASSOCIATED BANC-CORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Wisconsin
             ------------------------------------------------------
                 (State or other jurisdiction or incorporation)

       0-5519                                                   39-1098068
----------------------                                    ----------------------
  (Commission File                                         (I.R.S. Employer I.D.
       Number)                                                    Number)

      1200 Hansen Road
    Green Bay, Wisconsin                                           54304
--------------------------------                          ----------------------
(Address of Principal Executive                                  (Zip Code)
        Offices)

                                 (920) 491-7000
             ------------------------------------------------------
              (Registrant's telephone number; including area code)

<PAGE>
Item  5.  Other  Events.
-----------------------

     Associated  Banc-Corp,  a  Wisconsin  corporation (the "Company"), and ASBC
Capital  I, a business trust formed under the laws of the State of Delaware (the
"Trust"),  ASBC  Capital  II  and  ASBC  Capital  III,  have  entered  into  an
Underwriting  Agreement dated May 23, 2002, with Merrill Lynch, Pierce, Fenner &
Smith  Incorporated  ("Merrill  Lynch") and a Terms Agreement dated May 23, 2002
with  Merrill  Lynch,  on  behalf  of  itself  and  the other underwriters named
therein,  for  the  public  offering  of  8,050,000  of the Trust's 7.625% Trust
Preferred  Securities  (the  "Preferred  Securities")  representing  preferred
beneficial  interests  in  the  Trust,  each  with  a liquidation amount of $25,
including  1,050,000  Preferred  Securities  subject  to  the  underwriters'
overallotment  option.  The  Preferred Securities will be fully, irrevocably and
unconditionally  guaranteed on a subordinated basis by the Company pursuant to a
Guarantee Agreement dated May 30, 2002 (the "Guarantee") between the Company and
BNY  Midwest  Trust Company, as Guarantee Trustee. The proceeds from the sale of
the  Preferred Securities, together with the proceeds from the sale by the Trust
of  its  common  securities  are  to  be  invested in 7.625% Junior Subordinated
Debentures  of  the Company (the "Junior Subordinated Debentures"), due June 15,
2032, to be issued pursuant to a Junior Subordinated Indenture (the "Indenture")
dated  May  30,  2002  between  the  Company  and  BNY Midwest Trust Company, as
Debenture Trustee, and the Officers' Certificate dated May 30, 2002, pursuant to
Section  3.1 of the Indenture. The Preferred Securities, the Junior Subordinated
Debentures  and  the  Guarantee have been registered under the Securities Act of
1933, as amended (the "Securities Act"), by a registration statement on Form S-3
(File  No.  333-87578).

Item  7.  Financial  Statements  and  Exhibits.
----------------------------------------------

     (a)     Financial  statements  of  business  acquired.

             Not  applicable.

     (b)     Pro  forma  financial  information.

             Not  applicable.

     (c)     Exhibits

     1(a)     Underwriting  Agreement,  dated  May  23, 2002, among the Company,
ASBC  Capital  I,  ASBC  Capital II, ASBC Capital III and Merrill Lynch, Pierce,
Fenner  &  Smith  Incorporated.


                                        2
<PAGE>
     1(b)     Terms  Agreement  (Preferred  Securities)  (May 23, 2002) for ASBC
Capital  I.

     4(a)     Form  of  Officers'  Certificate  dated  May  30, 2002 pursuant to
Section  3.1  of  the  Junior  Subordinated  Indenture dated as of May 30, 2002,
between  the  Company  and  BNY  Midwest  Trust  Company,  as  Debenture Trustee
(excluding  exhibits  thereto).

     8        Opinion  of Reinhart Boerner Van Deuren s.c. regarding certain tax
matters.



                                        3
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Exchange Act of 1934,
Associated  Banc-Corp  has duly caused this report to be signed on its behalf by
the  undersigned  hereunto  duly  authorized.

                                        ASSOCIATED  BANC-CORP
Date:  May  28,  2002
                                        BY   /s/ Brian R. Bodager
                                          --------------------------------------
                                                     Brian R. Bodager
                                               Chief Administrative Officer,
                                               General Counsel and Secretary



                                        4




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