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

                                    FORM 8-K

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


Date of Report (Date of earliest event reported) November 23, 2005

                            FIRST BUSEY CORPORATION
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             (Exact name of registrant as specified in its charter)


(State or other jurisdiction         (Commission              (I.R.S. Employer
       of incorporation)             File Number)            Identification No.)
           Nevada                      0-15959                   37-1078406

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

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

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         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13a-4(c))





ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective November 22, 2005, the Registrant's Board of Directors approved an
additional payment of $10,000 to non-employee Board Members for fiscal year
2005. Such payment was in addition to the previously approved retainers of
$7,500 for all Board Members and $10,000 for the Chairman of the Audit
Committee.










                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  November 23, 2005                             FIRST BUSEY CORPORATION


                                                     By: /s/ Barbara J. Kuhl
                                                         -----------------------
                                                     Name:  Barbara J. Kuhl
                                                     Title: President