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)		January 24, 2007
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))

Item 8.01  Other Events.

On January 24, 2007, Associated Banc-Corp declared and announced its first quarter 2007 dividend.

Associated also announced its Board of Directors authorized the repurchase of up to 5 percent of Associated’s outstanding shares, or approximately 6.4 million shares. Prior to this new authorization, the company had approximately 1.37 million shares remaining under a previous authorization.

A copy of the Company’s news release relating to the dividend and repurchase of outstanding shares is being filed as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

99.1     News Release dated January 24, 2007

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: January 24, 2007	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
99.1         News Release dated January 24, 2007

EX-99

News Release MEDIA CONTACT: Cindy Moon-Mogush, Corporate Communications 920-431-8034

Associated Banc-Corp Declares a 29-Cent Dividend;

5 Percent Share Buyback Authorized

GREEN BAY, Wis. – Jan. 24, 2007 – The Board of Directors of Associated Banc-Corp (NASDAQ: ASBC) today declared a regular cash dividend of 29 cents, payable Feb. 15 to shareholders of record Feb. 6. It is the company’s 148th consecutive quarterly cash dividend.

Associated also announced today its Board of Directors authorized the repurchase of up to 5 percent of Associated’s outstanding shares, or approximately 6.4 million shares. Repurchases of shares may be accomplished through accelerated share repurchase programs. When combined with the shares remaining under a previously announced repurchase authorization, the company now has authorization to repurchase approximately 7.8 million shares.

Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified bank holding company with total assets of $21 billion. Associated has more than 315 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.

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