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)			August 31, 2006
Associated Banc-Corp
(Exact name of registrant as specified in its chapter)
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): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 8 – Other Events
Item 8.01 Other Events.
On August 31, 2006, Associated Banc-Corp issued a news release related to its accelerated stock repurchase agreement for 2 million shares. The Company’s news release is filed herewith as Exhibit 99.
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: August 31, 2006		By: /s/ Brian R. Bodager
		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            News Release of Associated Banc-Corp dated August 31, 2006

EX-99

News Release	CONTACTS:
	Investors:
		Joe Selner, Chief Financial Officer
		920-491-7120
	Media:
		Cindy Moon-Mogush, Corporate Communications
		920-431-8034

Associated Banc-Corp enters into accelerated share buyback

GREEN BAY, Wis. – Aug. 31, 2006 – Associated Banc-Corp (NASDAQ: ASBC) repurchased 2 million shares, or approximately 1.5 percent of its outstanding common stock, today.

The shares were purchased from UBS AG London Branch under an accelerated share repurchase program at $31.43 per share for a total cost of approximately $63million.

The accelerated share repurchase program enabled Associated to purchase the shares immediately, while UBS may purchase shares in the market over a period of up to 60 days. The repurchased shares are subject to a future purchase price adjustment expected to be settled following a period of up to 60 days, such that Associated may receive, or be required to pay, a price adjustment based on an adjusted weighted average price as defined in its agreement with UBS.

After the repurchase announced today approximately 3.3 million shares remain available under a March 2006 repurchase authorization by its Board of Directors. After this repurchase, Associated has approximately 130 million common shares outstanding.

Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified multibank holding company with total assets of $21 billion. Associated has more than 320 banking offices serving more than 180 communities in Wisconsin, Illinois, and Minnesota. The company offers a full range of traditional banking services and a variety of other financial products and services. More information about Associated Banc-Corp is available at www.associatedbank.com.

Statements made in this document that are not purely historical are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995.

This includes any statements regarding management’s plans, objectives, or goals for future operations, products or services, and forecasts of its revenues, earnings, or other measures of performance. Forward-looking statements are based on current management expectations and, by their nature, are subject to risks and uncertainties. These statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “should,” “will,” “intend,” or similar expressions. Outcomes related to such statements are subject to numerous risk factors and uncertainties including those listed in the company’s Annual Report filed on Form 10-K.

# # #