8-K

UNITED STATES
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) September 20, 2005

Associated Banc-Corp

(Exact name of registrant as specified in its charter)

Wisconsin	001-31343	39-1098068
(State or other jurisdiction         of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1200 Hansen Road, Green Bay, Wisconsin	54304
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code 920-491-7000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01     Other Events

On September 20, 2005, Associated Banc-Corp (“Associated”) and State Financial Services Corporation (“State Financial”) issued a joint press release announcing regulatory approval of its proposed merger by the Federal Reserve. The OCC has also issued its approval of the proposed bank mergers. A copy of the joint press release is filed as Exhibit 99 to this Current Report.

Item 9.01.     Financial Statements and Exhibits.

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  Exhibits. The following exhibits are being filed herewith:

           (99)  Joint Press Release of Associated Banc-Corp and State Financial Services Corporation, dated September 20, 2005.

SIGNATURES

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

	Associated Banc-Corp
	(Registrant)
Date      September 20, 2005	By     /s/ Brian R. Bodager
	(Signature)* Brian R. Bodager Chief Administrative Officer, General Counsel & Corporate Secretary

* Print name and title of the signing officer under his signature.

ASSOCIATED BANC-CORP

Exhibit Index to Current Report on Form 8-K

Exhibit Number
(99)	Joint Press Release of Associated Banc-Corp and State Financial Services Corporation, dated September  20, 2005.

EX-99

News Release

Associated receives Fed approval on State Financial acquisition

     GREEN BAY, Wis. — Sept. 20, 2005 — The Federal Reserve has approved Associated Banc-Corp’s (NASDAQ: ASBC) acquisition of State Financial Services Corporation (NASDAQ: SFSW) of Milwaukee. Additionally, the Office of the Comptroller of the Currency has approved the consolidation of the banks.

     The combined company will expand Associated’s leading presence in Wisconsin and will have more than 320 branch offices and more than 350 ATM locations throughout Wisconsin, Illinois and eastern Minnesota following the acquisition. The acquisition is expected to close in early October. The conversion of State Financial’s operating systems to Associated’s platform is scheduled for the fourth quarter of 2005.

     “With the regulatory approvals, our closing and consolidation timetables remain on track,” said Paul S. Beideman, president and CEO of Associated. “This business combination builds on our strong foundation, making Associated more convenient than ever for customers and enhancing value for our shareholders,” he said.

     “As we near completion of the merger of our companies, the benefits for all stakeholders are clear,” said State Financial CEO Mike Falbo. “Associated’s approach to community banking is very similar to State Financial Bank’s. Our customers will have greater access through more delivery channels and the efficiency of the combined company will strengthen the organization for the long term,” Falbo said.

     State Financial shareholders will be eligible for any dividend declared by Associated’s board following the closing. State Financial’s board does not expect to declare an additional dividend prior to closing.

— more —

Associated Fed approval, add one

     State Financial is a $1.5 billion financial services company operating through 29 full-service office locations in southeastern Wisconsin and northeastern Illinois. Through its banking network, State Financial provides commercial and retail banking products, secondary market mortgage loan originations and investment brokerage activities.

     Associated Banc-Corp offers a full range of traditional banking services and a variety of other financial products and services, with the No. 1 branch distribution position in most of its key markets. Associated has been named a Mergent Dividend Achiever based on its 34-year history of dividend increases, is a member of the Forbes Global 2000, and has been a leading Small Business Administration lender for many years. More information about Associated Banc-Corp is available at www.AssociatedBank.com.

     Certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “believes,” “anticipates” or “expects,” or words of similar import. Such forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, among others, State Financial’s and Associated’s ability to complete the merger in a timely manner or at all, the risk that the business of State Financial will not be integrated successfully into Associated, the risk that the cost savings from the merger may not be fully realized or may take longer to realize than expected, and other factors discussed in the filings of Associated and State Financial with the Securities and Exchange Commission. Investors should consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

— 30 —

CONTACTS:

Associated Banc-Corp	State Financial
Investors:	Donna Bembenek, 414-226-3269
Joe Selner   Chief Financial Officer, 920-491-7120
Media:
Cindy Moon-Mogush   Corporate Communications, 920-431-8034