SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

March 2, 2012

Via E-mail
Joseph B. Selner Chief Financial Officer Associated Banc-Corp 1200 Hansen Road Green Bay, Wisconsin 54304
 Re: Associated Banc-Corp
  Proxy Statement on Schedule 14A   Filed February 27, 2012   File No.  001-31343

 Dear Mr.Selner:

We have limited our review of your proxy statem ent to those issues we have addressed in
our comments.    In some of our comments, we  may ask you to provide us with information so
we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pleas e tell us why in your response.
 After reviewing your revised preliminary in formation statement and the information you
provide in response to these comments, we may have additional comments.

Proposal 2: Approval of Amendment to Amende d and Restated Articles of Incorporation
Regarding Preferred Stock, page 48

1. Please include the financial and other information required by Item 13 of
Schedule 14A and referenced by Item 12 of  Schedule 14A. Alternatively, provide
a legal analysis of why you have omitted the Item 13 information.
2. Explain to the staff in your response le tter whether the shareholders of the
outstanding Series B Prefe rred Stock have voting rights on the change and how
this change is permissibl e under relevant state law.

Joseph B. Selner
Associated Banc-Corp
March 2, 2012
Page 2

 3. Please indicate if the possibi lity of changing the rights of the Series B preferred
shares was communicated to the purchasers  at the time of sale in September 2011.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 Please contact Jessica Livingston at 202- 551-3448 or me at 202-551-3419 with any
questions.
Sincerely,
        /s/ Christian Windsor         Christian Windsor        S p e c i a l  C o u n s e l