8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 15, 2007

Associated Banc-Corp
__________________________________________
(Exact name of registrant as specified in its charter)

Wisconsin	001-31343	39-1098068
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  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 June 15, 2007, 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 99.1.

Item 9.01 Financial Statements and Exhibits.

Press Release of Associated Banc-Corp dated June 15, 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
June 15, 2007	By:	Brian R. Bodager
		Name: Brian R. Bodager
		Title: Chief Administrative Officer, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated June 15, 2007

EX-99.1

Associated Banc-Corp

News Release

For more information:
Joe Selner, Chief Financial Officer
Office 920.491.7120

Cindy Moon-Mogush, Corporate Communications
Office 920.431.8034

Associated Banc-Corp Enters into Accelerated Share Buyback

GREEN BAY, Wis. – June 15, 2007 – Associated Banc-Corp (NASDAQ: ASBC) has repurchased 2 million shares, or approximately 1.6 percent of its outstanding common stock, the company announced today.

The shares were purchased from UBS AG, London Branch under an accelerated share repurchase program at $32.81 per share, for a total cost of approximately $65.6 million.

The accelerated share repurchase program enabled Associated to purchase the shares immediately, while UBS may purchase shares in the market over a period of approximately 45 days. After this period, the repurchased shares are subject to a purchase price adjustment 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 3.9 million shares remain available under prior repurchase authorizations by Associated’s Board of Directors. After this repurchase, Associated has 126.8 million common shares outstanding.

Associated Banc-Corp, headquartered in Green Bay, Wis., is a diversified bank holding company with total assets of $21 billion. Associated has approximately 300 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.

- 30 -