ASSOCIATED BANC-CORP
10-Q/A, 1997-08-25
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q/A

(Mark One)

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

            For the quarterly period ended       June 30, 1997
                                          --------------------------------------

                                       OR

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

           For the transition period from                to
                                         ----------------  ---------------------
           Commission file number        0-5519
                                 -----------------------------------------------
                              Associated Banc-Corp
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Wisconsin                                        39-1098068
- --------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS employer identification no.)
 incorporation or organization)

112 North Adams Street, Green Bay, Wisconsin                        54301
- --------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip code)

                                 (920) 433-3166
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes X   No
                                       ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares  outstanding of registrant's  common stock, par value $0.01
per share, at June 30, 1997, was 22,458,788 shares.

                              ASSOCIATED BANC-CORP
                           PART II - OTHER INFORMATION

                                                                        Page No.
                                                                        --------


ITEM 6:  Exhibits and Reports on Form 8-K


         (b)  Reports on Form 8-K:

              The Company filed a report on Form 8-K on May 16, 1997, which 
              included a press release dated May 14, 1997, announcing the 
              signing of a definitive agreement to merge Associated Banc-Corp
              and First Financial Corporation, as well as materials relating to
              a presentation regarding the proposed merger made at a telephonic
              press conference on May 15, 1997.  The materials for the press
              conference included a fact sheet setting forth total assets, loans
              and deposits for Associated, First Financial, and pro forma 
              combined figures as of March 31, 1997.


                                   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)

                                       /s/ Harry B. Conlon
Date:  August 25, 1997               -------------------------------------------
                                       Harry B. Conlon
                                       Chairman & Chief Executive Officer


                                       /s/ Joseph B. Selner
Date:  August 25, 1997               -------------------------------------------
                                       Joseph B. Selner
                                       Principal Financial Officer





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