SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  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, 1996

                                         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 0-5519

                              ASSOCIATED BANC-CORP
              (Exact Name of Registrant as Specified in Its Charter)

                    Wisconsin                         39-1098068                
           (State or other jurisdiction of          (I.R.S. Employer
            incorporation or organization)          identification No.)

             112 North Adams Street, Green Bay, Wisconsin  54301
                   (Address of principal executive offices)                     
                                           
                                 (414) 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, 1996, was 17,840,795 shares.


                                  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 16, 1996
                                            /s/ Harry B. Conlon
                                            -----------------------------------
                                            Harry B. Conlon                    
                                            Chairman & Chief Executive Officer

Date:  August 16, 1996                                                     
                                            /s/ Joseph B. Selner
                                            -----------------------------------
                                            Joseph B. Selner
                                            Principal Financial Officer

                               INDEX TO EXHIBITS

    Exhibit No.                                                        Page No.

      (11)      Computations of Earnings Per Share and Average
                Number of Common Shares Outstanding