1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* FIRST BUSEY CORPORATION ----------------------- (Name of Issuer) CLASS A COMMON STOCK -------------------- (Title of Class of Securities) 319383105 --------- (Cusip Number) BARBARA J. KUHL, EXECUTIVE VICE PRESIDENT, 201 W. MAIN, P.O. BOX 123, URBANA, IL, 61801 --------------------------------------------------------------------- (Name and Address of Person Authorized to Receive Notices and Communications) 217-384-4513 ------------ (Telephone Number) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 3 Pages

2 SCHEDULE 13D CUSIP NO. 319383105 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ALLEN B. KLINGEL, JR. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(d) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES 7. SOLE VOTING POWER 15,000 8. SHARES VOTING POWER 324,901 9. SOLE DISPOSITIVE POWER 15,000 10. SHARED DISPOSITIVE POWER 324,901 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 339,901 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.97 percent 14. TYPE OF REPORTING PERSON IN Page 2 of 3 Pages

3 ITEM 1 SECURITY AND ISSUER: CLASS A COMMON STOCK FIRST BUSEY CORPORATION 201 W. MAIN STREET, URBANA, IL 61801 ITEM 2 IDENTITY AND BACKGROUND (a) ALLEN B. KLINGEL, JR. (b) 319 WEST SECOND AVENUE, SPOKANE, WA, 99204 (c) FOOD MANUFACTURING AND DISTRIBUTION FRESH FOODS CORPORATION OF AMERICA, 319 WEST SECOND AVENUE, SPOKANE, WA (d) NO (e) NO (f) UNITED STATES ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION NO CONSIDERATION WAS TENDERED FOR THESE SHARES ITEM 4 PURPOSE OF TRANSACTION SHARES ARE NOW HELD BY THE MARTIN A. KLINGEL ESTATE OF WHICH ALLEN B. KLINGEL, JR. SERVES AS CO-EXECUTOR PURSUANT TO PROVISIONS OF THE WILL OF MARTIN A. KLINGEL ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) 339,901--8.97% (b) SOLE VOTING POWER--15,000 SHARES VOTING POWER--324,901 SOLE DISPOSITIVE POWER--15,000 SHARES DISPOSITIVE POWER--324,901 (c) N/A (d) N/A (e) N/A ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER N/A ITEM 7 MATERIAL TO BE FILED AS EXHIBITS N/A SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 1996 /s/ Allen B. Klingel, Jr. - ----------------- ------------------------- DATE SIGNATURE ALLEN B. KLINGEL, JR. ------------------------- (Name/Title) Page 3 of 3 Pages