SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 6)

                             FIRST BUSEY CORPORATION
                             -----------------------
                                (Name of Issuer)

                              CLASS A COMMON STOCK
                              --------------------
                         (Title of Class of Securities)

                                    319383105
                                    ---------
                                 (CUSIP Number)

*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 that Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                         (Continued on following pages)

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 2

CUSIP NO. 319383105                                13G

1)  NAME OF REPORTING PERSON AND SOCIAL SECURITY  OR I.R.S. IDENTIFICATION
    NUMBER OF ABOVE PERSON
          DOUGLAS C. MILLS
          ###-##-####

2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A  GROUP*
          (B)  |__|
          (C)  |__|

3)  SEC USE ONLY

4)  CITIZENSHIP OR PLACE OR ORGANIZATION
          UNITED STATES

5)  SOLE VOTING POWER
          1,555,816 (1)

6)  SHARED VOTING POWER
          745,635

7)  SOLE DISPOSITIVE POWER
          1,555,816  (1)

8)  SHARED DISPOSITIVE POWER
          745,635

9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          2,301,451

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

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          16.26%

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, IL 61803-0123

ITEM 2(a) NAME OF PERSON FILING:
               DOUGLAS C. MILLS

ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
               2123 SEATON COURT
               CHAMPAIGN, IL 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:
                 2,301,451
          (b)  PERCENT OF CLASS:
                 16.26%
          (c)  NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
               (i)   SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
                         1,555,816
               (ii)  SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
                         745,635
               (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
                         1,555,816
               (iv)  SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
                         745,635

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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

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.

     February 10, 1999                  /Douglas C. Mills/
     ---------------------              ------------------------------
     Date                               Signature

FOOTNOTE:

(1)  Does not include 1,191,200 shares of Class A Common Stock which are owned 
by Linda M. Mills, the wife of Mr. Mills, in which he disclaims any beneficial
interest.  Linda M. Mills files separate Section 13 and Section 16 reports
reflecting the ownership of these securities.

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