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                       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): October 29, 1997



                              ASSOCIATED BANC-CORP
             (Exact name of registrant as specified in its charter)



                           Wisconsin 0-5519 39-1098068
       (State or other jurisdiction of (Commission File (I.R.S. Employer
         incorporation or organization) Number) Identification Number)

                  112 North  Adams  Street,  Green Bay,  Wisconsin  
          (Address of principal executive offices including zip code)



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



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Item 5.  Other Events

On October 29, 1997,  Associated  Banc-Corp  ("Associated")  and First Financial
Corporation  ("First  Financial")  announced that the merger announced in May of
this year was  consummated  effective the close of business on October 29, 1997.
Announcements  of new officers  and  directors  were also made. A press  release
announcing the  consummation of the merger and the elections of new officers and
directors is filed as Exhibit 99.1 and is incorporated by reference herein.

Item 7(c).  Exhibits

99.1 Press release,  dated October 29, 1997,  announcing the consummation of the
     merger of Associated  and First  Financial and election of new officers and
     directors for Associated.





                                                    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 thereunto duly authorized.



                                             ASSOCIATED BANC-CORP
                                             Registrant


                                             By /s/ Brian R. Bodager 
                                             Name:  Brian R. Bodager  
                                             Title:  Secretary  and General
                                             Counsel


Date:  October 30, 1997




                                Index to Exhibits


Exhibit No.   Description

99.1 Press release,  dated October 29, 1997,  announcing the consummation of the
     merger of Associated  and First  Financial and election of new officers and
     directors of Associated.



                                                                  EXHIBIT 99.1

              ASSOCIATED BANC-CORP AND FIRST FINANCIAL CORPORATION
          TRANSACTION CLOSED, DIRECTORS AND CORPORATE EXECUTIVES NAMED

GREEN BAY, WISC.  October 29, 1997 - H.B.  Conlon,  chairman and chief executive
officer of Associated  Banc-Corp  (NASDAQ/NMS:ASBC),  announced  that  effective
today,  they have formally  completed the merger of First Financial  Corporation
(NASDAQ/NMS:FFHC)  with Associated  Banc-Corp.  The combined company retains the
name of Associated Banc-Corp and will be the third largest  Wisconsin-based bank
holding  company with $10.7  billion in assets.  Associated  will continue to be
headquartered in Green Bay, WI. 

At the company's quarterly meeting held today, the Associated board of directors
announced the retirement of two of its current  directors and the appointment of
seven (7) former First Financial  directors to the Associated  board.  They will
serve until the next annual meeting of Associated's shareholders. The board also
made three executive officer appointments.

Former  First  Financial   Corporation  directors  appointed  to  serve  on  the
Associated  Banc-Corp board are as follows:  Robert S. Gaiswinkler,  Chairman of
First Financial Bank, Brookfield, WI; Robert P. Konopacky, Plover, WI; George R.
Leach, Stevens Point, WI; John C. Seramur, President and Chief Executive Officer
of First Financial Bank,  Stevens Point,  WI; John H. Sproule,  Oconomowoc,  WI;
Ralph R. Staven, Hartland, WI; and Norman L. Wanta, Stevens Point, WI.

The board also made  appointments to three executive  positions with Associated.
Brian R. Bodager was appointed Chief  Administrative  Officer,  Joseph B. Selner
was  appointed  Chief  Financial  Officer,  and Donald E.  Peters was  appointed
Director of Systems and Operations of the combined company.

Brian R.  Bodager has been with  Associated  since July 1992.  He has served for
those  five years as  General  Counsel  and  Corporate  Secretary.  He will also
continue to hold these  positions with  Associated  going forward.  Bodager also
serves  as  a  director  of  Associated  Trust  Company,  Associated  Investment
Services, Associated Financial Center and Great Northern Mortgage Company. He is
also  president  and  director  of  Banc  Life  Insurance  Corporation.  All the
companies are affiliates of Associated Banc-Corp.

Joseph B. Selner has been with  Associated  since April 1978.  He has served for
the past 20 years as Chief  Financial  Officer of  Associated.  Selner is also a
director of Associated Banc-Corp Services,  Inc. and ASBC Investment Corp. He is
vice president, treasurer and a director of Banc Life Insurance Corporation. All
the companies area affiliates of Associated Banc-Corp.

Donald E. Peters has been with First Financial Bank for 15 years,  most recently
serving as executive vice president  responsible for the retail banking division
at the  bank.  Peters is  director  and  treasurer  of the TYME  Corporation  of
Wisconsin.  He is also a member of the Retail Banking  Operations and Technology
Committee of the Savings & Community Bankers of America. Peters is a director of
Wisconsin  Insurance  Management,  Inc., and First Financial Card Services Bank,
N.A., both subsidiaries of First Financial.  He was also recently elected to the
board of directors  of  Associated  Banc-Corp  Services,  Inc.,  an affiliate of
Associated Banc-Corp.

Associated Banc-Corp, headquartered in Green Bay, WI, is a diversified multibank
holding  company  with 98  Associated  banking  locations,  128 First  Financial
banking offices, and over 180 ATMs in Wisconsin and Illinois.  The $10.7 billion
company  offers a full-range of  traditional  banking  services and a variety of
financially related products and services through Associated affiliates.

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