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) May 14, 1997





                           FIRST FINANCIAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      Wisconsin                   005-35272                 39-1471963
--------------------------------------------------------------------------------
     (State or other       (Commission File Number)       (IRS Employer
      jurisdiction of                                      Identification No.)
      incorporation)


      1305 Main Street, Stevens Point, WI                   54481
--------------------------------------------------------------------------------
     (Address of principal executive offices)             (Zip Code)


      Registrant's telephone number, including area code: (715) 341-0400
                                                          --------------


                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>




Item 1.           Changes in Control of Registrant.

         On May 14, 1997, First Financial  Corporation (the "Company") announced
that it had entered into an Agreement and Plan of Merger (the "Agreement") among
Associated  Banc-Corp  ("Associated"),  a wholly-owned  subsidiary of Associated
("Merger  Sub"),  and the Company.  Pursuant to the Agreement,  the Company will
merge with  Merger Sub in a  stock-for-stock  exchange  (the  "Merger")  and the
Company will continue as the surviving  corporation of the Merger. The Merger is
subject  to  approval  of  Company  and  Associated   shareholders,   regulatory
authorities and other customary closing conditions.

         In connection  with the Agreement,  Associated and the Company  entered
into two,  separate  option  agreements  pursuant to which the  Company  granted
Associated  an option,  and  Associated  granted  the  Company  an option,  each
exercisable  under  certain  circumstances,  to purchase an aggregate  number of
newly-issued  shares of common stock equal to 19.9% of the outstanding shares of
the other company.

         The  Agreement  (including  exhibits  thereto)  is  attached  hereto as
Exhibit  2.1  and is  incorporated  by  reference  herein.  Each  of the  option
agreements is attached hereto as Exhibit 2.2 and 2.3, respectively,  and each is
incorporated by reference herein.  The Company issued a press release on May 14,
1997 describing the signing of the Agreement with Associated. Such press release
is filed as Exhibit 99.1 hereto.

Item 7.           Financial Statements and Exhibits.

         (a)      Not applicable.

         (b)      Not applicable.
         (c)      Exhibits

                  Exhibit No.       Description

                  2.1               Agreement  and Plan of  Merger,  dated as of
                                    May  14,   1997,   among   First   Financial
                                    Corporation, Associated Banc-Corp and Merger
                                    Sub.

                  2.2               Option Agreement, dated May 14, 1997, by and
                                    between   Associated  and  First   Financial
                                    Corporation.

                  2.3               Option Agreement, dated May 14, 1997, by and
                                    between  First  Financial   Corporation  and
                                    Associated.

                  99.1              Press Release of First Financial Corporation
                                    dated May 14, 1997.



<PAGE>



                                    SIGNATURE



         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 FINANCIAL CORPORATION


Date:  May 29, 1997                             By: /s/ Thomas H. Neuschaefer
                                                   -----------------------------

                                                Name: Thomas H. Neuschaefer
                                                     ---------------------------
                                                Title: Chief Financial Officer
                                                      --------------------------


<PAGE>




                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                 EXHIBIT DESCRIPTION                                 PAGE

2.1                    Agreement  and Plan of Merger,  dated
                       as  of  May  14,  1997,  among  First
                       Financial   Corporation,   Associated
                       Banc-Corp and Merger Sub.

2.2                    Option Agreement, dated May 14, 1997,
                       by and between  Associated  and First
                       Financial Corporation.

2.3                    Option Agreement, dated May 14, 1997,
                       by  and   between   First   Financial
                       Corporation and Associated.

99.1                   Press  Release  of  First   Financial
                       Corporation dated May 14, 1997.
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{"company-data": {"conformed-name": "FIRST FINANCIAL CORP /WI/", "cik": "0000735553", "assigned-sic": "6035", "irs-number": "391471963", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11889", "film-number": "97615813"}, "business-address": {"street1": "1305 MAIN ST", "city": "STEVENS POINT", "state": "WI", "zip": "54481", "phone": "7153410400"}, "mail-address": {"street2": "1305 MAIN ST", "city": "STEVENS", "state": "WI", "zip": "54481"}}
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) May 14, 1997

                           FIRST FINANCIAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Wisconsin                   005-35272                 39-1471963
--------------------------------------------------------------------------------
     (State or other       (Commission File Number)       (IRS Employer
      jurisdiction of                                      Identification No.)
      incorporation)

      1305 Main Street, Stevens Point, WI                   54481
--------------------------------------------------------------------------------
     (Address of principal executive offices)             (Zip Code)

      Registrant's telephone number, including area code: (715) 341-0400
                                                          --------------

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 1.           Changes in Control of Registrant.

         On May 14, 1997, First Financial  Corporation (the "Company") announced
that it had entered into an Agreement and Plan of Merger (the "Agreement") among
Associated  Banc-Corp  ("Associated"),  a wholly-owned  subsidiary of Associated
("Merger  Sub"),  and the Company.  Pursuant to the Agreement,  the Company will
merge with  Merger Sub in a  stock-for-stock  exchange  (the  "Merger")  and the
Company will continue as the surviving  corporation of the Merger. The Merger is
subject  to  approval  of  Company  and  Associated   shareholders,   regulatory
authorities and other customary closing conditions.

         In connection  with the Agreement,  Associated and the Company  entered
into two,  separate  option  agreements  pursuant to which the  Company  granted
Associated  an option,  and  Associated  granted  the  Company  an option,  each
exercisable  under  certain  circumstances,  to purchase an aggregate  number of
newly-issued  shares of common stock equal to 19.9% of the outstanding shares of
the other company.

         The  Agreement  (including  exhibits  thereto)  is  attached  hereto as
Exhibit  2.1  and is  incorporated  by  reference  herein.  Each  of the  option
agreements is attached hereto as Exhibit 2.2 and 2.3, respectively,  and each is
incorporated by reference herein.  The Company issued a press release on May 14,
1997 describing the signing of the Agreement with Associated. Such press release
is filed as Exhibit 99.1 hereto.

Item 7.           Financial Statements and Exhibits.

         (a)      Not applicable.

         (b)      Not applicable.
         (c)      Exhibits

                  Exhibit No.       Description

                  2.1               Agreement  and Plan of  Merger,  dated as of
                                    May  14,   1997,   among   First   Financial
                                    Corporation, Associated Banc-Corp and Merger
                                    Sub.

                  2.2               Option Agreement, dated May 14, 1997, by and
                                    between   Associated  and  First   Financial
                                    Corporation.

                  2.3               Option Agreement, dated May 14, 1997, by and
                                    between  First  Financial   Corporation  and
                                    Associated.

                  99.1              Press Release of First Financial Corporation
                                    dated May 14, 1997.
SIGNATURE

         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 FINANCIAL CORPORATION

Date:  May 29, 1997                             By: /s/ Thomas H. Neuschaefer
                                                   -----------------------------

                                                Name: Thomas H. Neuschaefer
                                                     ---------------------------
                                                Title: Chief Financial Officer
                                                      --------------------------
INDEX TO EXHIBITS

EXHIBIT
NUMBER                 EXHIBIT DESCRIPTION                                 PAGE

2.1                    Agreement  and Plan of Merger,  dated
                       as  of  May  14,  1997,  among  First
                       Financial   Corporation,   Associated
                       Banc-Corp and Merger Sub.

2.2                    Option Agreement, dated May 14, 1997,
                       by and between  Associated  and First
                       Financial Corporation.

2.3                    Option Agreement, dated May 14, 1997,
                       by  and   between   First   Financial
                       Corporation and Associated.

99.1                   Press  Release  of  First   Financial
                       Corporation dated May 14, 1997.