SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                              FORM 1O-Q

         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended 3/31/97             Commission File No. 0-15950



                        FIRST BUSEY CORPORATION

          (Exact name of registrant as specified in its Charter)

                     Nevada                            37-1078406
       -------------------------------            --------------------
       (State or other jurisdiction of              I.R.S. Employer
        incorporation or organization)            Identification No.)

                 201 W. Main St.
                 Urbana, Illinois                        61801
       -------------------------------            --------------------
    (Address of principal executive offices)          (Zip Code)


     Registrant's telephone number, including area code:  (217) 365-4556


Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

Yes  __X__    No _____


Indicate the number of shares outstanding of each of the Registrant's classes 
of common stock, as of the practicable date.



                     Class                        Outstanding at May 12, 1997
   ---------------------------------------        -----------------------------
                                               
   Class A Common Stock, without par value                    5,788,578
   Class B Common Stock, without par value                    1,125,000



PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS

FIRST BUSEY CORPORATION and Subsidiaries CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, 1997 December 31, 1996 (Dollars in thousands) --------------- ----------------- ASSETS Cash and due from banks $37,109 $33,738 Federal funds sold 10,800 0 Securities held to maturity (fair value 1997, $51,680; 1996, $55,800) 51,347 55,107 Securities available for sale (amort. cost 1997, $168,407; 1996, $166,189) 172,300 171,243 Loans (net of unearned interest) 560,492 569,500 Allowance for loan losses (6,329) (6,131) ------------ ------------ Net loans $554,163 $563,369 Premises and equipment 22,280 21,588 Other assets 18,925 19,873 ------------ ------------ Total assets $866,924 $864,918 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Non-interest bearing 76,364 78,077 Interest bearing 692,885 688,850 ------------ ------------ Total deposits $769,249 $766,927 Short-term borrowings 6,500 14,405 Long-term debt 10,000 5,000 Other liabilities 6,616 5,169 ------------ ------------ Total liabilities $792,365 $791,501 ------------ ------------ Stockholders' Equity Preferred stock $ - $ - Common stock 6,291 6,291 Surplus 20,367 20,594 Retained earnings 48,651 47,402 Unrealized gain (loss) on securities available for sale, net 2,530 3,285 ------------ ------------ Total stockholders' equity before treasury stock, unearned ESOP $77,839 $77,572 shares and deferred compensation for stock grants Treasury stock, at cost (2,635) (3,489) Unearned ESOP shares and deferred compensation for stock grant (645) (666) ------------ ------------ Total stockholders' equity $74,559 73,417 ------------ ------------ Total liabilities and stockholders' equity $866,924 864,918 ============ ============ Class A Common Shares outstanding at period end 5,792,933 5,721,712 ============ ============ Class B Common Shares outstanding at period end 1,125,000 1,125,000 ============ ============

FIRST BUSEY CORPORATION and Subsidiaries CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, 1997 March 31, 1996 --------------- --------------- (Dollars in thousands) ASSETS Cash and due from banks $37,109 $41,548 Federal funds sold 10,800 13,000 Securities held to maturity (fair value 1997 $51,680; 1996 $66,594) 51,347 66,024 Securities available for sale (amort. cost 1997 $168,407; 1996 $211,830) 172,300 216,086 Trading securities at fair value 0 1,898 Loans (net of unearned interest) 560,492 488,749 Allowance for loan losses (6,329) (5,569) ------------ ------------ Net loans $554,163 $483,180 Premises and equipment 22,280 21,413 Other assets 18,925 20,685 ------------ ------------ Total assets $866,924 $863,834 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Non-interest bearing $76,364 $70,965 Interest bearing 692,885 684,921 ------------ ------------ Total deposits $769,249 $755,886 Short-term borrowings 6,500 28,823 Long-term debt 10,000 5,000 Other liabilities 6,616 5,938 ------------ ------------ Total liabilities $792,365 $795,647 ------------ ------------ STOCKHOLDERS' EQUITY Preferred stock $ - $ - Common stock 6,291 6,291 Surplus 20,367 20,388 Retained earnings 48,651 43,546 Unrealized gain (loss) on securities available for sale, net 2,530 2,701 ------------ ------------ Total stockholders' equity before treasury stock, unearned ESOP $77,839 $ 72,926 shares and deferred compensation for stock grants Treasury stock, at cost (2,635) (3,951) Unearned ESOP shares and deferred compensation for stock grants (645) (788) ------------ ------------ Total stockholders' equity $74,559 $68,187 Total liabilities and stockholders' equity $866,924 $863,834 ============ ============ Class A Common Shares outstanding at period end 5,792,933 3,781,207 ============ ============ Class B Common Shares outstanding at period end 1,125,000 750,000 ============ ============

FIRST BUSEY CORPORATION and Subsidiaries CONSOLIDATED STATEMENTS OF INCOME For the Three Months Ended March 31, 1997 and 1996 (Unaudited) 1997 1996 ---------- ---------- (Dollars in thousands, except per share amounts) INTEREST INCOME: Interest and fees on loans $12,008 $ 10,603 Interest and dividends on investment securities: Taxable interest income 2,641 3,531 Non-taxable interest income 500 511 Dividends 28 33 Interest on federal funds sold 100 322 ---------- ---------- Total interest income $15,277 $ 15,000 ---------- ---------- INTEREST EXPENSE: Deposits $7,150 $7,129 Short-term borrowings 132 361 Long-term debt 101 69 ---------- ---------- Total interest expense $7,383 $7,559 ---------- ---------- Net interest income $7,894 $7,441 Provision for loan losses 200 150 ---------- ---------- Net interest income after provision for loan losses $7,694 $7,291 ---------- ---------- OTHER INCOME: Trust $775 $616 Commissions and brokers fees, net 287 205 Service charges on deposit accounts 720 699 Other service charges and fees 270 201 Security gains (losses), net 99 1 Trading security gains (losses), net 1 (88) Gain on sales of pooled loans 35 48 Other operating income 269 257 ---------- ---------- Total other income 2,456 $1,939 ---------- ---------- OTHER EXPENSES: Salaries and wages $3,005 $2,852 Employee benefits 673 568 Net occupancy expense of bank premises 565 468 Furniture and equipment expenses 430 394 Data processing 359 336 Stationery, supplies and printing 184 158 Foreclosed property write-downs and expenses 0 4 Amortization expense 330 330 Other operating expenses 1,196 1,043 ---------- ---------- Total other expenses $6,742 $6,153 ---------- ---------- Income before income taxes $3,408 $3,077 Income taxes 1,000 886 ---------- ---------- Net income $2,408 $2,191 ========== ========== NET INCOME PER SHARE OF COMMON STOCK AND STOCK EQUIVALENTS: $0.34 $0.32 ========== ========== DIVIDENDS DECLARED PER SHARE: Class A Common Stock $0.17 $0.17 ========== ========== Class B Common Stock $0.15 $0.15 ========== ==========

FIRST BUSEY CORPORATION and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 1997 and 1996 (Unaudited) 1997 1996 ---------- ---------- (Dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income $2,408 $2,191 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 829 825 Provision for loan losses 200 150 Increase in deferred income taxes 10 10 Amortization of investment security discounts (131) (606) (Gain) on sales of investment securities, net (99) (1) Proceeds from sales of pooled loans 5,180 4,508 Loans originated for sale (4,973) (3,597) Gain on sale of pooled loans (35) (48) Change in assets and liabilities: Decrease in other assets 1,015 1,204 Increase in accrued expenses 564 (49) (Decrease) in interest payable (90) (126) Increase in income taxes payable 973 796 ---------- ---------- Net cash provided by operating activities $5,851 $5,257 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sales of securities classified available for sale $1,571 $4,954 Proceeds from maturities of securities classified available for sale 37,325 215,624 Proceeds from maturities of securities classified held to maturity 4,079 12,090 Purchase of securities classified available for sale (40,903) (215,634) Purchase of securities classified held to maturity (300) (16,521) Increase in federal funds sold (10,800) (12,350) (Increase) decrease in loans 8,834 (7,927) Purchases of premises and equipment (1,171) (38) ---------- ---------- Net cash (used in) investing activities ($1,365) ($19,802) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Net (decrease) in certificates of deposit ($844) ($108) Net increase in demand, money market and saving deposits 3,166 11,097 Cash dividends paid (1,159) (1,119) Purchase of treasury stock (177) (318) Proceeds from sale of treasury stock 804 34 Proceeds from long-term borrowings 5,000 0 Principal payments on short-term borrowings (1,500) (500) Net increase (decrease) in federal funds purchased, repurchase agreements and Federal Reserve discount borrowings (6,405) 7,649 ---------- ---------- Net cash provided by (used in) financing activities ($1,115) $16,735 ---------- ---------- Net increase (decrease) in cash and cash equivalents $3,371 $2,190 Cash and due from banks, beginning 33,738 39,358 ---------- ---------- Cash and due from banks, ending $37,109 $41,548 ========== ==========

FIRST BUSEY CORPORATION and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: INTERIM FINANCIAL STATEMENTS The consolidated interim financial statements of First Busey Corporation and Subsidiaries are unaudited, but in the opinion of management reflect all necessary adjustments, consisting only of normal recurring accruals, for a fair presentation of results as of the dates and for the periods covered by the financial statements. The results for the interim periods are not necessarily indicative of the results of operations that may be expected for the fiscal year. NOTE 2: LOANS The major classifications of loans at March 31, 1997 and December 31, 1996 were as follows: March 31, 1997 December 31, 1996 ------------------------------------------ (Dollars in thousands) Commercial $59,621 $62,065 Real estate construction 25,970 26,184 Real estate - farmland 11,037 11,468 Real estate - 1-4 family residential mortgage 214,307 207,946 Real estate - multifamily mortgage 72,516 74,245 Real estate - non-farm nonresidential mortgage 125,649 131,350 Installment 39,096 39,707 Agricultural 12,297 16,537 ------------------------------------------ $560,493 569,502 Less: Unearned interest 1 2 ------------------------------------------ $560,492 $569,500 ------------------------------------------ Less: Allowance for loan losses 6,329 6,131 ------------------------------------------ Net loans $554,163 $563,369 ========================================== The real estate-mortgage category includes loans held for sale with carrying values of $1,275,000 at March 31, 1997 and $1,447,000 at December 31, 1996; these loans had fair market values of $1,276,000 and $1,457,000, respectively.

FIRST BUSEY CORPORATION and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3: INCOME PER SHARE Net income per common share has been computed as follows: Three Months Ended March 31, 1997 1996 ------------ ------------ Net income $2,408,000 $2,191,000 Shares: Weighted average common shares outstanding 6,911,371 6,805,560 Dilutive effect of outstanding options, as determined by the application of the treasury stock method 99,847 107,660 ------------ ------------ Weighted average common shares outstanding, as adjusted 7,011,218 6,913,220 ============ ============ Net income per share of common stock and stock equivalents: $0.34 $0.32 ============ ============ NOTE 4: SUPPLEMENTAL CASH FLOW DISCLOSURES FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996. 1997 1996 ---------- ---------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash payments for: Interest $7,473 $7,685 ========== ========== Income taxes $12 $0 ========== ========== SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES Other real estate acquired in settlement of loans $0 $33 ========== ========== Change in unrealized gain (loss) on securities available for sale ($1,161) ($603) ========== ========== (Decrease) increase in deferred income taxes attributable to the unrealized (gain) loss on investment securities available for sale $406 $211 ========== ==========

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of the financial condition of First Busey Corporation and Subsidiaries ("Corporation") at March 31, 1997 (unaudited) when compared with December 31, 1996 and the results of operations for the three months ended March 31, 1997 and 1996 (unaudited). This discussion and analysis should be read in conjunction with the Corporation's consolidated financial statements and notes thereto appearing elsewhere in this quarterly report. FINANCIAL CONDITION AT MARCH 31, 1997 AS COMPARED TO DECEMBER 31, 1996 Total assets increased $2,006,000, or 0.2%, to $866,924,000 at March 31, 1997 from $864,918,000 at December 31, 1996. Securities held to maturity decreased $3,760,000, or 6.8%, to $51,347,000 at March 31, 1997 from $55,107,000 at December 31, 1996. Securities available for sale increased $1,057,000, or 0.6%, to $172,300,000 at March 31, 1997 from $171,243,000 at December 31, 1996. Loans decreased $9,008,000 or 1.6%, to $560,492,000 at March 31, 1997 from $569,500,000 at December 31, 1996, primarily due to decreases in multifamily and non-farm nonresidential mortgage loans that exceeded the increases in other loan categories. Total deposits increased $2,322,000, or 0.3%, to $769,249,000 at March 31, 1997 from $766,927,000 at December 31, 1996. Non-interest bearing deposits decreased 2.2% to $76,364,000 at March 31, 1997 from $78,077,000 at December 31, 1996. Interest bearing deposits increased 0.6% to $692,885,000 at March 31, 1997 from $688,850,000 at December 31, 1996. Short-term borrowings decreased $7,905,000, or 54.9%, to $6,500,000 at March 31, 1997, as compared to $14,405,000 at December 31, 1996. This was due primarily to a decrease in federal funds purchased. In the first three months of 1997, the Corporation repurchased 7,879 shares of its Class A stock at an aggregate cost of $177,000. The Corporation is purchasing shares for the treasury as they become available in order to meet future issuance requirements of previously granted non-qualified stock options. As of March 31, 1997, 4,500 of the 58,500 options which became exercisable on January 1, 1995 (and expire December 31, 1997) have not yet been exercised and 54,341 of the 133,441 options which became exercisable on January 1, 1997 (and expire December 31, 1999) have not yet been exercised. The following table sets forth the components of non-performing assets and past due loans. March 31, 1997 December 31,1996 ----------------- ------------------ (Dollars in thousands) Non-accrual loans $ -- $-- Loans 90 days past due, still accruing 1,291 1,002 Restructured loans -- -- Other real estate owned 760 805 Non-performing other assets 5 1 ----------------- ------------------ Total non-performing assets $2,056 $1,808 ================= ================== Total non-performing assets as a percentage of total assets 0.24% 0.21% ================= ================== Total non-performing assets as a percentage of loans plus non-performing assets 0.37% 0.32% ================= ================== The ratio of non-performing assets to loans plus non-performing assets increased to 0.37% at March 31, 1997 from 0.32 % at December 31, 1996. This was due to increases in the balance of loans 90 days past due and still accruing, offset partly by a decrease in other real estate owned. The balance of loans outstanding decreased during the period, while the balance of non-performing assets increased, thereby causing a further increase in the percentage of non- performing assets.

RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1997 AS COMPARED TO MARCH 31, 1996 SUMMARY Net income for the three months ended March 31, 1997 increased 9.9% to $2,408,000 as compared to $2,191,000 for the comparable period in 1996. Earnings per share increased 6.3% to $.34 at March 31, 1997 as compared to $.32 for the same period in 1996. Operating earnings, which exclude security gains (losses) and the related tax expense (benefit), were $2,343,000, or $.33 per share for the three months ended March 31, 1997, as compared to $2,190,000, or $.32 per share for the same period in 1996. The Corporation's return on average assets was 1.13% for the three months ended March 31, 1997, as compared to 1.03% achieved for the comparable period in 1996. The return on average assets from operations of 1.10% for the three months ended March 31, 1997 was an improvement over the 1.03% achieved in the comparable period of 1996. Net interest margin, the Corporation's net interest income expressed as a percentage of average earning assets stated on a fully taxable equivalent basis, was 4.22% for the three months ended March 31, 1997, as compared to 3.96% for the same period in 1996. The net interest margin expressed as a percentage of average total assets, also on a fully taxable equivalent basis, was 3.85% for the three months ended March 31, 1997, compared to 3.65% for the same period in 1996. The increase in the net interest margin reflects the increase in interest income the Corporation experienced due to increasing the average balance of loans by $79.6 million in the current period over the same period last year. During the three months ended March 31, 1997, the Corporation recognized security gains of approximately $65,000, after income taxes, representing 2.7% of net income. During the same period in 1996, security gains of approximately $1,000 after income taxes, were recognized, representing an insignificant portion of net income. INTEREST INCOME Interest income, on a tax equivalent basis, for the three months ended March 31, 1997 increased 1.8% to $15,625,000 from $15,344,000 for the comparable period in 1996. The increase in interest income resulted from an increase in average earning assets of $4,706,000 for the period ended March 31, 1997, an increase of 0.6% from the 1996 level of average earning assets. The average yield on interest earning assets increased 18 basis points for the three months ended March 31, 1997 as compared to the same period in 1996, as investment security proceeds were reinvested in loans. INTEREST EXPENSE Total interest expense decreased 2.3% for the three months ended March 31, 1997 as compared to the prior year period. This decrease resulted in large part from a $10,036,000 decrease in the average balance of money market deposits and a $17,211,000 decrease in the average balance of short-term borrowings, for the three months ended March 31, 1997, as compared to the same period in 1996.

PROVISION FOR LOAN LOSSES The provision for loan losses of $200,000 for the three months ended March 31, 1997 is $50,000 more than the provision for the comparable period in 1996. The provision and the low level of net charge-offs for the period resulted in the reserve representing 1.13% of total loans on March 31, 1997, a slight increase from the 1.08% at December 31, 1996. The adequacy of the reserve for loan losses is consistent with management's consideration of the composition of the portfolio, recent credit quality experience, and prevailing economic conditions. Within the last three years, the Corporation has rapidly grown its installment loan portfolio through dealer paper, installment car loans originated by dealers at the time of sale. It is possible that a future weakening in the economic cycle could adversely affect the quality of these loans and resultant charge- offs may necessitate larger loan loss provisions. OTHER INCOME, OTHER EXPENSE AND INCOME TAXES Total other income, excluding security transactions, increased 26.7% for the three months ended March 31, 1997 as compared to the same period in 1996. This was a combination of increased trust revenue, commissions and brokers fees, other service charges and fees, securities gains and trading security gains. Gains of $35,000 were recognized on the sale of $5,145,000 of pooled loans for the three months ended March 31, 1997 as compared to gains of $48,000 on the sale of $4,460,000 of pooled loans in the prior year period. Management anticipates continued sales from the current mortgage loan production of the Corporation if mortgage loan originations allow and the sales of the loans are necessary to maintain the asset/liability structure that the Corporation is trying to effect. The Corporation may realize gains and/or losses on these sales dependent upon interest rate movements and upon how receptive the debt markets are to mortgage backed securities. Total other expense increased 9.6% or $589,000 for the three months ended March 31, 1997 as compared to the same period in 1996. Salaries and wages expense increased $153,000 or 5.4% and employee benefits expense increased $105,000 or 18.5% for the three months ended March 31, 1997, as compared to the same period last year. The Corporation had 390 and 375 full- time-equivalent employees as of March 31,1997 and 1996, respectively. Occupancy and furniture and equipment expenses increased 15.4% to $995,000 for the three months ended March 31, 1997 from $862,000 in the prior year period. Data processing expense increased $23,000 or 6.8% to $359,000 for the three months ended March 31, 1997 from the prior year period. Foreclosed property write-downs and expenses were $4,000 for the three months ended March 31, 1996; there were no foreclosed property write-downs and expenses in 1997. The Corporation's net overhead expense, total non-interest expense less non- interest income divided by average assets, increased to 2.05% for the three months ended March 31, 1997 from 1.93% in the prior year period as a result of the income and expense items described above. The Corporation's efficiency ratio is defined as operating expenses divided by net revenue. (More specifically it is defined as non interest expense expressed as a percentage of the sum of tax equivalent net interest income and non interest income, excluding security gains). The consolidated efficiency ratio for the three months ended March 31, 1997 was 63.6% as compared to 63.4% for the prior year period. When the gains on the sales of pooled loans are excluded, these ratios are 63.8% and 63.6%, respectively. The change in the current year efficiency ratio is due to the income and expense items noted above. Income taxes for the three months ended March 31, 1997 increased to $1,000,000 as compared to $886,000 for the comparable period in 1996 due to the higher level of pre-tax income. As a percent of income before taxes, the provision for income taxes increased to 29.3% for the three months ended March 31, 1997 from 28.8% for the same period in 1996.

LIQUIDITY Liquidity is the availability of funds to meet all present and future financial obligations arising in the daily operations of the business at a minimal cost. These financial obligations consist of needs for funds to meet extensions of credit, deposit withdrawals and debt servicing. The sources of short-term liquidity utilized by the Corporation consist of non- reinvested asset maturities, deposits and capital funds. Additional liquidity is provided by bank lines of credit, repurchase agreements and the ability to borrow from the Federal Reserve Bank. The Corporation does not deal in or use brokered deposits as a source of liquidity. The Corporation purchases federal funds as a service to its respondent banks, but does not rely upon these purchases for liquidity needs. The Corporation has an operating line with American National Bank and Trust Company of Chicago in the amount of $10,000,000 with $3,500,000 available as of March 31, 1997. Long-term liquidity needs will be satisfied primarily through retention of capital funds. The Corporation's dependence on large liabilities (defined as time deposits over $100,000 and short-term borrowings) decreased to 9.1% at March 31, 1997 from 10.1% at December 31, 1996. This is the ratio of total large liabilities to total liabilities. This change was due to a $7,905,000 decrease in short-term borrowings which resulted in a lower ratio of large liabilities to total liabilities. CAPITAL RESOURCES Other than from the issuance of common stock, the Corporation's primary source of capital is retained net income. During the three months ended March 31, 1997, the Corporation earned $2,408,000 and paid dividends of $1,159,000 to stockholders, resulting in a retention of current earnings of $1,249,000. The Corporation's dividend payout for the three months ended March 31, 1997 was 48.1%. The Corporation's risk-based capital ratio was 13.20% and the leverage ratio was 7.43% as of March 31 1997, as compared to 12.48% and 7.14% respectively as of December 31, 1996. The Corporation and its bank subsidiary were well above all minimum required capital ratios as of March 31, 1997. RATE SENSITIVE ASSETS AND LIABILITIES Interest rate sensitivity is a measure of the volatility of the net interest margin as a consequence of changes in market rates. The rate-sensitivity chart shows the interval of time in which given volumes of rate-sensitive, earning assets and rate-sensitive, interest bearing liabilities would be responsive to changes in market interest rates based on their contractual maturities or terms for repricing. It is however, only a static, single-day depiction of the Corporation's rate sensitivity structure, which can be adjusted in response to changes in forecasted interest rates.

The following table sets forth the static rate-sensitivity analysis of the Corporation as of March 31, 1997. Rate Sensitive Within --------------------------------------------------------------------------------- 1-30 31-90 91-180 181 Days- Over Days Days Days 1 Year 1 Year Total --------------------------------------------------------------------------------- (Dollars in thousands) Federal funds sold $10,800 $0 $0 $0 $0 $10,800 Investment securities U.S. Governments 15,207 22,820 16,024 47,748 65,097 166,896 Obligations of states and political subdivisions 250 857 104 6,433 29,350 36,994 Other securities 2,230 58 87 768 16,614 19,757 Loans (net of unearned int.) 150,568 28,065 44,757 64,556 272,546 560,492 --------------------------------------------------------------------------------- Total rate-sensitive assets $179,055 $51,800 $60,972 $119,505 $383,607 $794,939 --------------------------------------------------------------------------------- Interest bearing transaction deposits $145,361 $0 $0 $0 $0 $145,361 Savings deposits 85,241 0 0 0 0 85,241 Money market deposits 116,265 0 0 0 0 116,265 Time deposits 33,092 49,759 69,137 78,943 115,087 346,018 Short-term borrowings: Federal funds purchased & repurchase agreements 0 0 0 0 0 0 Other 0 0 6,500 0 0 6,500 Long-term debt 0 0 0 0 10,000 10,000 --------------------------------------------------------------------------------- Total rate-sensitive liabilities $379,959 $49,759 $75,637 $78,943 $125,087 $709,385 --------------------------------------------------------------------------------- Rate-sensitive assets less rate-sensitive liabilities ($200,904) $2,041 ($14,665) $40,562 $258,520 $85,554 --------------------------------------------------------------------------------- --------------------------------------------------------------------------------- Cumulative Gap ($200,904) ($198,863) ($213,528) ($172,966) $85,554 --- ================================================================================= Cumulative amounts as a percentage of total rate-sensitive assets -25.27% -25.02% -26.86% -21.76% 10.76% --- ================================================================================= Cumulative ratio 0.47X 0.54X 0.58X 0.70X 1.12X 1.12X ================================================================================= The foregoing table shows a negative (liability sensitive) rate-sensitivity gap of $200.9 million in the 1-30 day repricing category. The gap beyond 30 days, through 180 days, becomes slightly more liability sensitive as rate-sensitive assets that reprice in those time periods are slightly less in volume than rate- sensitive liabilities that are subject to repricing in the same respective time periods. The gap beyond 180 days become less liability sensitive as rate- sensitive assets that reprice after 180 days become greater in volume than rate- sensitive liabilities that are subject to repricing in the same respective time periods. The composition of the gap structure at March 31, 1997 will benefit the Corporation more if interest rates fall during the next 180 days by allowing the net interest margin to grow as liability rates would reprice more quickly than rates on interest rate-sensitive assets. After 180 days, a rate increase would benefit the Corporation because the volume of rate-sensitive assets repricing would exceed the volume of rate-sensitive liabilities that would be repricing.

FIRST BUSEY CORPORATION and Subsidiaries AVERAGE BALANCE SHEETS AND INTEREST RATES QUARTERS ENDED MARCH 31, 1997 AND 1996 1997 1996 ----------------------------------------------------------------------- Average Income/ Yield Average Income/ Yield/ Balance Expense Rate Balance Expense Rate ----------------------------------------------------------------------- (Dollars in thousands) ASSETS Federal funds sold $7,680 $100 5.30% $23,675 $321 5.45% Investment securities U.S. Government obligations 167,324 2,416 5.86% 222,235 3,227 5.82% Obligations of states and political subdivisions (1) 36,896 769 8.46% 37,165 786 8.48% Other securities 20,427 253 5.01% 24,120 337 5.60% Loans (net of unearned interest) (1) (2) 560,759 12,087 8.74% 481,131 10,673 8.90% --------------------- --------------------- Total interest earning assets $793,086 $15,625 7.99% $788,326 $15,344 7.81% ======= ======= Cash and due from banks 38,497 34,654 Premises and equipment 21,939 21,619 Reserve for possible loan losses -6,248 -5,506 Other assets 17,661 19,807 -------- -------- Total Assets $864,935 $858,900 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Interest bearing transaction deposits 142,848 616 1.75% $131,895 $520 1.58% Savings deposits 84,303 677 3.26% 76,919 601 3.13% Money market deposits 121,455 1,115 3.72% 131,491 1,238 3.78% Time deposits 348,931 4,741 5.51% 347,754 4,770 5.50% Short-term borrowings: Federal funds purchased and repurchase agreements 310 6 7.90% 15,771 201 5.11% Other 7,250 127 7.08% 9,000 160 7.14% Long-term debt 7,167 101 5.73% 5,000 69 5.54% --------------------- --------------------- Total interest bearing liabilities $712,264 $7,383 4.20% $717,830 $7,559 4.23% ======= ======= Net interest spread 3.79% 3.58% ======= ======= Demand deposits 72,657 67,328 Other liabilities 5,734 5,514 Stockholders' equity 74,280 68,228 -------- -------- Total Liabilities and Stockholders' Equity $864,935 $858,900 ======== ======== Interest income / earning assets (1) $793,086 15,625 7.99% $788,326 $15,344 7.81% Interest expense / earning assets 793,086 7,383 3.77% 788,326 7,559 3.85% --------------------- --------------------- Net interest margin (1) $8,242 4.22% $7,785 3.96% ===================== ===================== (1) On a tax-equivalent basis, assuming a federal income tax rate of 35% for 1997 and 1996. (2) Non-accrual loans have been included in average loans, net of unearned interest.

FIRST BUSEY CORPORATION and Subsidiaries CHANGES IN NET INTEREST INCOME QUARTERS ENDED MARCH 31, 1997 AND 1996 Change due to (1) Average Average Total Volume Yield/Rate Change ----------------------------------- (Dollars in thousands) Increase (decrease) in interest income: Federal funds sold ($209) ($12) ($221) Investment securities: U.S. Government obligations (793) (18) (811) Obligations of states and political subdivisions (2) (6) (11) (17) Other securities (48) (36) (84) Loans (2) 1,706 (292) 1,414 ----------------------------------- Change in interest income (2) $650 ($369) $281 ----------------------------------- Increase (decrease) in interest expense: Interest bearing transaction deposits $45 $51 $96 Savings deposits 59 17 76 Money market deposits (93) (30) (123) Time deposits 16 (45) (29) Short-term borrowings: Federal funds purchased and repurchase agreements (424) 229 (195) Other (31) (2) (33) Long-term debt 31 1 32 ----------------------------------- Change in interest expense ($397) $221 ($176) ----------------------------------- Increase in net interest income (2) $1,047 ($590) $457 =================================== (1) Changes due to both rate and volume have been allocated proportionally. (2) On a tax-equivalent basis, assuming a federal income tax rate of 35% for 1997 and 1996.

PART II - OTHER INFORMATION ITEM 4: The annual meeting of Stockholders of First Busey Corporation was held on April 16, 1997. At that meeting, the following matters were approved by the Stockholders: 1. Election of the following seventeen (17) directors to serve until the next annual meeting of stockholders: Joseph M. Ambrose Samuel P. Banks T. O. Dawson Victor F. Feldman Kenneth M. Hendren Judith L. Ikenberry E. Phillips Knox P. David Kuhl V. B. Leister, Jr. Douglas C. Mills Linda M. Mills Robert C. Parker John W. Pollard David C. Thies Edwin A. Scharlau II Ben Snyder Arthur R. Wyatt 2. Ratification of the appointment of McGladrey & Pullen, LLP as independent auditors for the fiscal year ending December 31, 1997. For: 14,542,596 (99.87%) Against: 1,682 (0.01%) Abstain: 17,029 (0.12%) ITEM 6: Exhibits and Reports on Form 8-K (a) There were no reports on Form 8-K filed during the three months ending March 31, 1997.

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned thereunto duly authorized. FIRST BUSEY CORPORATION (Registrant) By: //Scott L. Hendrie// --------------------------- Scott L. Hendrie Senior Vice President and Chief Financial Officer Principal financial and accounting officer) Date: May 13, 1997

  

9 1,000 DEC-31-1997 MAR-31-1997 3-MOS 37,109 0 10,800 0 172,300 51,347 51,680 560,492 6,329 866,924 769,249 6,500 6,616 10,000 0 0 6,291 68,268 866,924 12,008 3,169 100 15,277 7,150 7,383 7,894 200 99 6,742 3,408 2,408 0 0 2,408 0.34 0.34 7.99 0 1,291 0 875 6,131 66 64 6,329 0 0 1,075