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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.   20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 5)

                            FIRST BUSEY CORPORATION
                                (Name of Issuer)

                              CLASS A COMMON STOCK
                         (Title of Class of Securities)

                                   319383105
                                 (CUSIP number)

Check the following box if a fee is being paid with this statement. [ ] 
(A fee  is not required only if the filing 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.)

*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 the disclosures provided in a prior cover page.

The information required in 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).

                        (Continued on following page(s))

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CUSIP No. 319383105                     13G

1.      NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                LINDA M. MILLS
                ###-##-####

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*               (a)[  ]
                                                                        (b)[  ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION
                UNITED STATES

5.      SOLE VOTING POWER
                385,000(1)

6.      SHARED VOTING POWER
                0

7.      SOLE DISPOSITIVE POWER
                385,000(1)

8.      SHARED DISPOSITIVE POWER
                0

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                385,000(1)

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                8.48%

12.     TYPE OF REPORTING PERSON*

                IN

                                                               Page 2 of 4 Pages
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ITEM 1(a)       NAME OF ISSUER:
                FIRST BUSEY CORPORATION
ITEM 1(b)       ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
                P. O. BOX 123
                URBANA, ILLINOIS   61801

ITEM 2(a)       NAME OF PERSON FILING:
                LINDA M. MILLS

ITEM 2(b)       ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
                2123 SEATON COURT
                CHAMPAIGN, ILLINOIS   61821

ITEM 2(c)       CITIZENSHIP:
                UNITED STATES

ITEM 2(d)       TITLE AND CLASS OF SECURITIES
                CLASS A COMMON STOCK

ITEM 2(e)       CUSIP NUMBER:
                319383105

ITEM 3          STATEMENT FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b):
                NOT APPLICABLE

ITEM 4          OWNERSHIP:

                (a)     AMOUNT BENEFICIALLY OWNED:
                        385,000

                (b)     PERCENT OF CLASS:
                        8.48%

                (c)     NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                        (i)     SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
                                385,000(1)

                        (ii)    SHARES POWER TO VOTE OR TO DIRECT THE VOTE:
                                0

                        (iii)   SOLE POWER TO DISPOSE OR TO DIRECT THE
                                DISPOSITION OF:
                                385,000(1)

                        (iv)    SHARED POWER TO DISPOSE OR TO DIRECT THE
                                DISPOSITION OF:
                                0

ITEM 5          OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
                NOT APPLICABLE

ITEM 6          OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                PERSON:
                NOT APPLICABLE

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ITEM 7          IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING 
                COMPANY:
                NOT APPLICABLE

ITEM 8          IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
                NOT APPLICABLE

ITEM 9          NOTICE OF DISSOLUTION OF A GROUP:
                NOT APPLICABLE

ITEM 10         CERTIFICATION:
                NOT APPLICABLE

        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.

2/12/96                                 /s/ Linda M. Mills
- --------------------------              --------------------------------------
Date                                    Signature

FOOTNOTE:

        (1)  Does not include 375,000 shares of Class B Common Stock and
116,372 shares of Class A Common Stock which are owned by Douglas C. Mills,
Chairman of the Board of First Busey Corporation and the husband of Mrs. Mills,
in which she disclaims any beneficial interest.  Douglas C. Mills files
separate Section 13 and Section 16 reports reflecting the ownership of these
securities.

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