~~UNITED~~Securities ~~STATES SECURITIES~~and ~~AND~~Exchange ~~EXCHANGE COMMISSION~~Commission

~~WASHINGTON~~Washington, D. C. 20549

~~FORM~~ Form 8-K

~~CURRENT~~Current ~~REPORT PURSUANT~~Report ~~TO SECTION 13 OR 15(d) OF THE~~ ~~SECURITIES EXCHANGE ACT OF 1934~~

~~April~~Pursuant ~~27,~~to ~~2004~~Section 13 ~~(Date~~or of15 ~~earliest event reported~~(d) of ~~FIRST~~the ~~FEDERAL~~Securities ~~CAPITAL~~Exchange ~~CORP~~Act ~~(Exact name~~ of ~~registrant as specified in its charter)~~1934

October 22, 2004

(Date of earliest event reported)

First Federal Capital Corp

(Exact name of registrant as specified in its charter)

Commission File No. 000-18046

Wisconsin		39-1651288
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
605 State Street La Crosse, Wisconsin		54601
605 State Street La Crosse, WI		54601
(Address of principal executive offices)		(Zip Code)

(608) 784-8000 ~~(Registrant’s telephone number, including area code)~~

(Registrant’s telephone number, including area code)

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 (see General Instructions A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 5. OTHER EVENTS. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. SIGNATURES EXHIBIT INDEX Agreement and Plan of Merger Press Release


	Items 1 through 7. Not Applicable.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index
Press Release

~~ITEM~~Items 51 through 7. ~~OTHER~~Not ~~EVENTS~~Applicable.

OnItem ~~April 27, 2004, First Federal Capital Corp entered into an Agreement and Plan of Merger with Associated Banc-Corp~~8. ~~The Agreement and Plan of Merger is filed as Exhibit 2~~01.1 toOther ~~this Form 8-K, and the press release of Associated Banc-Corp regarding the execution of the Agreement and Plan of Merger is filed as Exhibit 99~~Events.~~1 to this Form 8-K.~~

~~ITEM~~First 7.Federal ~~FINANCIAL~~Capital ~~STATEMENTS~~Corp ~~AND~~held ~~EXHIBITS~~a Special Meeting of Shareholders on October 20, 2004. The following matters were voted upon at that meeting:

~~(a)~~A Noproposal ~~financial~~to ~~statements~~approve ~~are~~and ~~required~~adopt atthe ~~this~~Agreement ~~time.~~and ~~(b)~~Plan Noof ~~pro~~Merger, ~~forma~~dated ~~information~~as isof April 27, ~~required~~2004, atas ~~this~~amended, ~~time~~between Associated Banc-Corp and First Federal Capital Corp, and each of the transactions contemplated thereby. The Inspector of Election certified the following vote tabulations:

(c)	Exhibit No.		Description
For	Against		Abstain		Broker Non-Vote
		2.1	Agreement and Plan of Merger, by and between Associated Banc-Corp and First Federal Capital Corp, dated April 27, 2004. Schedules and exhibits to the Agreement and Plan of Merger have not been filed herewith. The Company agrees to furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
16,133,948.975		689,008.361		60,199.102		0
		99.1	Press release of Associated Banc-Corp, dated April 28, 2004.

~~Table~~First Federal Capital Corp is filing as Exhibit 99.1 to this Form 8-K its press release dated October 20, 2004, announcing the shareholder approval of ~~Contents~~the merger of First Federal Capital Corp by Associated Banc-Corp.

SIGNATURES Table of Contents

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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.~~ Exhibits

	FIRST FEDERAL CAPITAL CORP
(a)		N/A
Date: April 28, 2004	By:	/s/ Jack C. Rusch
(b)		N/A
		Jack C. Rusch, President and Chief Executive Officer
(c)		Exhibit No. Description
99.1		Press Release dated October 20, 2004.

~~EXHIBIT INDEX~~Signatures

Exhibit No.		Description
2.1		Agreement and Plan of Merger, by and between Associated Banc-Corp and First Federal Capital Corp, dated April 27, 2004. Schedules and exhibits to the Agreement and Plan of Merger have not been filed herewith. The Company agrees to furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
99.1		Press release of Associated Banc-Corp, dated April 28, 2004.

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.

First Federal Capital Corp



Date: October 22, 2004	By:	/s/ David J. Reinke
		David J. Reinke, Senior Vice
		President, and Acting Chief Financial Officer

Exhibit Index


Exhibit No.		Description
99.1		Press Release dated October 20, 2004.

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