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

                                   FORM 10-K/A

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                         Commission file number 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 of organization)                         Identification No.)

          201 West Main Street
            Urbana, Illinois                                       61801
(Address of principal executive offices)                        (Zip Code)

                                 (217) 365-4513
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, without par value

         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 by check mark if disclosure of delinquent filers pursuant to
Item 405 Regulation S-K is not contained herein, and will not be contained to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         Indicate by check mark whether registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act.).
Yes X             No
    --               --

         The aggregate market value of the voting and nonvoting Common Stock
held by non-affiliates was $211,677,035 based on the closing price for the stock
as reported on the Nasdaq National Market as of June 30, 2003, or as of the last
business day of the registrants most recently completed second fiscal quarter.

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

    Class                                   Outstanding at February 27, 2004
    -----                                   --------------------------------
    Common Stock, without par value                    13,696,902

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the definitive Proxy Statement dated March 12, 2004, for
First Busey Corporation's Annual Meeting of Stockholders to be held April 13,
2004, (the "2004 Proxy Statement") are incorporated by reference into Part III.

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Urbana, Illinois on March 23, 2004.

                                             FIRST BUSEY CORPORATION

                                             BY /s/ DOUGLAS C. MILLS
                                                ---------------------------
                                             Douglas C. Mills
                                             Chairman of the Board, President,
                                             Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report signed below by the following persons on behalf of the Registrant
and in the capacities indicated on March 23, 2004.

         Signature                           Title
         ---------                           -----

         /s/ DOUGLAS C. MILLS                Chairman of the Board, Chief
         -------------------------           Executive Officer
         Douglas C. Mills                    (Principal Executive Officer)

         /s/ BARBARA J. HARRINGTON           Chief Financial Officer
         -------------------------           (Principal Financial Officer)
         Barbara J. Harrington

         /s/ JOSEPH M. AMBROSE               Director
         -------------------------
         Joseph M. Ambrose

         /s/ SAMUEL P. BANKS                 Director
         -------------------------
         Samuel P. Banks

         /s/ T. O. DAWSON                    Director
         -------------------------
         T. O. Dawson

         /s/ VICTOR F. FELDMAN               Director
         -------------------------
         Victor F. Feldman

         /s/ KENNETH M. HENDREN              Director
         -------------------------
         Kenneth M. Hendren

         /s/ E. PHILLIPS KNOX                Director
         -------------------------
         E. Phillips Knox

         /s/ BARBARA J. KUHL                 Director
         -------------------------
         Barbara J. Kuhl

         /s/ P. DAVID KUHL                   Director
         -------------------------
         P. David Kuhl

         Signature                           Title
         ---------                           -----

         /s/ V. B. LEISTER, JR.              Director
         -------------------------
         V. B. Leister, Jr.

         /s/ LINDA M. MILLS                  Director
         -------------------------
         Linda M. Mills

         /s/ EDWIN A. SCHARLAU               Director
         -------------------------
         Edwin A. Scharlau II

         /s/ DAVID C. THIES                  Director
         -------------------------
         David C. Thies

         /s/ ARTHUR R. WYATT                 Director
         -------------------------
         Arthur R. Wyatt

EXHIBIT 1

REVISED CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

[McGLADREY & PULLEN LOGO]

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statements on
Form S-8 (No. 33-30095, No. 33-60402 and No. 333-79217) of our report dated
February 6, 2004, included in the Annual Report on Form 10-K of First Busey
Corporation for the year ended December 31, 2003.

                                               /s/ McGLADREY & PULLEN, LLP
                                               ----------------------------
Champaign, Illinois                            McGLADREY & PULLEN, LLP
March 23, 2004

McGladrey & Pullen, LLP is a member firm of RSM International -
an affiliation of separate and independent legal entities.