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)    December 14, 2004
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                            Nicolet Bankshares, Inc.
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             (Exact Name of Registrant as Specified in its Charter)

         Wisconsin                      000-50248                47-0871001
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(State or Other Jurisdiction     (Commission File Number)     (I.R.S. Employer
     of Incorporation)                                       Identification No.)


                           110 South Washington Street
                           Green Bay, Wisconsin 54301
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                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code      (920) 430-1400
                                                   -----------------------------


                                       N/A
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          (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)

     [X]     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 December 15, 2004, Nicolet Bankshares, Inc. (the "Company") will mail to
its  shareholders the attached correspondence announcing the Company's intent to
engage  in  a going-private transaction.  The letter is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01.   EXHIBITS

     The following exhibit is filed as part of this report:

     Exhibit          Description
     -------          -----------

     99.1             Letter to shareholders dated December 15, 2004.


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                                   SIGNATURES


     Pursuant  to  the  requirements  of the Securities Exchange Act of 1934, as
amended,  the  Company duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    NICOLET BANKSHARES, INC.


Date: December 14, 2004             By:  /s/ Jacqui A. Engebos
                                       ------------------------------------
                                        Jacqui A. Engebos
                                        Chief Financial Officer


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