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

~~PURSUANT~~Date TOof ~~SECTION~~Report ~~13 OR 15~~(d)Date OFof ~~THE SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported): OFFebruary 24, ~~1934~~2005

Date of Report (Date of earliest event reported): February 23, 2005

TARPON COAST BANCORP, INC.

(Exact name of registrant as specified in ~~its~~ charter)

Florida	~~NOT APPLICABLE~~N/A	65-0772718
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

1490 Tamiami Trail Port Charlotte, FL		33948-1004
1490 Tamiami Trail, Port Charlotte, Florida		33948
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (941-) 629-8111

~~NOT~~Not ~~APPLICABLE~~Applicable

(Former name ofor 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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


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


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

TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition. Signatures


	Item 1.01 Entry into a Material Definitive Agreement.
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
	Item 9.01Financial Statements and Exhibits
SIGNATURE
Ex-99.1 Agreement & Plan of Merger
Ex-99.2 February 24, 2005 Press Release
Ex-99.3 Board Resolutions

Item 2 1.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

~~Tarpon~~ On ~~Coast~~February 23, ~~Bancorp~~2005, ~~Inc~~the Company entered into an Agreement and Plan of Merger (“Agreement”) with First Busey Corporation (“FBC”) and FBC Acquisition III Corp.(a ~~Reports~~wholly ~~2004~~owned ~~Operating~~subsidiary ~~Results~~of FBC), which provides for the acquisition of the Company by FBC. Under the terms of the Agreement, shares of Company common stock will be converted into shares of FBC common stock and cash, subject to the stock and cash parameters and proration provisions of the Agreement. The closing of the acquisition is subject to a number of conditions, including receipt of prior approval from the bank regulatory agencies and approval of the Agreement by the shareholders of the Company. A copy of the Agreement is filed with this form as an exhibit.

~~PORT~~ Also ~~CHARLOTTE,~~on ~~Fla.,~~ February 23, ~~/PRNewswire/ — Tarpon Coast Bancorp~~2005, ~~Inc.~~the ~~(OTC~~Company ~~Bulletin~~amended ~~Board: TCBA)~~its ~~today~~1997 ~~announced~~Incentive ~~its~~Stock ~~annual~~Option ~~operating~~Plan ~~results.~~to ~~For~~provide for the ~~years~~acceleration ~~ended~~of ~~December 31, 2004 and 2003, pre~~non-~~tax~~vested ~~income~~options ~~was~~upon ~~$1,046,000~~a ~~and~~merger ~~$749,000, respectively,~~ or anconsolidation ~~increase~~ of ~~40%.~~the ~~However,~~Company ~~net~~with ~~income~~another ~~for~~corporation (when the ~~comparable~~Company ~~periods~~is ~~decreased~~not ~~disproportionately~~the ~~from~~surviving ~~$1,172,000~~corporation) and in ~~2003~~certain ~~to $651,000~~other inspecial ~~2004.~~corporate ~~Net~~transactions, ~~income for 2003 was favorably~~ and ~~disproportionately~~also ~~impacted~~for by the ~~recognition~~holders of ~~$423,000~~ inall ~~previously~~outstanding ~~unrecognized~~options ~~net~~to ~~operating~~receive ~~loss carry-forward deferred tax benefits, while~~in ~~results~~those ~~for~~cases ~~2004~~the ~~include~~consideration athat ~~provision~~the ~~for~~acquiring ~~income~~entity ~~taxes~~is ~~consistent~~otherwise ~~with~~exchanging ~~that~~or ~~determined~~providing ~~by the~~for ~~application~~shares of ~~statutory~~Company ~~income~~common ~~tax~~stock ~~rates~~as onif ~~pre-tax~~such ~~income.~~holders ~~Pre-tax~~had ~~income~~already inbeen ~~2004~~issued ~~was~~the ~~also negatively~~shares ~~impacted~~underlying by the options, ~~charge-off~~or ofin anlieu ~~overdraft for $150~~thereof,~~000~~ ~~from~~cash a(less ~~customer~~the ~~that~~exercise ~~fell~~price ~~victim to~~payable aupon ~~foreign~~the ~~counterfeit~~exercise ~~check~~of ~~scheme. The Company is pursuing all remedies available to attempt to~~the ~~effect recovery~~options).

~~Net~~ Attached ~~interest~~as ~~margins~~an ~~for~~exhibit ~~the comparable years improved from 4.44% in 2003~~ to ~~4.68%~~this inform ~~2004.~~is ~~This improvement~~a inpress ~~net~~release ~~interest~~dated ~~margins~~February 24, ~~contributed~~2005 ~~$289,000~~relating to ~~net interest income for 2004 over that~~the ~~reported~~announcement ~~for~~of ~~2003. Average earning assets between~~ the ~~comparable years increased 17% contributing another $777,000 to net interest income over reported 2003 levels~~agreement.

~~The~~Item 2004 hurricane season provided the Company a challenge as Hurricane Charley, a category 4 storm, made a direct hit on the Company’s primary market area and Hurricanes Frances and Jeanne further impacted the communities it serves5.03 ~~While~~Amendments the Company’s facilities experienced no appreciable damage, the conduct of business in the Company’s primary market area was substantially curtailed in the aftermath of the hurricanes as power and communication links were down and the focus of the community moved from one of development and economic expansion to ~~repair~~Articles ~~and reconstruction. Accordingly, results for the second half~~ of ~~2004,~~Incorporation ~~including~~or aBylaws; ~~softening~~Change in ~~loan demand,~~Fiscal but more particularly, the generation of fee and commission income were negatively impacted. Management believes these conditions to be near-term issues and expects demand for these products to rebound early in 2005 as the redevelopment process takes hold. Year

~~The~~ On ~~storms~~February 23, ~~also~~2005, ~~had~~the Company amended its bylaws to provide that the ~~effect~~annual meeting of ~~deferring~~its shareholders ~~the~~shall ~~Company’s~~be ~~ability~~held tono ~~open~~later ~~its~~than ~~temporary~~18 months ~~modular banking~~after ~~facility~~the inlast ~~Punta~~preceding ~~Gorda~~annual ~~that~~meeting ~~was~~of shareholders. ~~planned~~A ~~for~~copy ~~September,~~of ~~but~~the ~~finally~~text ~~opened~~of inthe ~~November~~amended section of the bylaws is filed with this ~~year~~form as an exhibit.

AItem ~~financial~~9.01 ~~table~~Financial ~~follows:~~ Statements and Exhibits

~~Table~~(a) Financial statements of ~~Contents~~businesses acquired. None (b) Proforma financial Information. None. (c) Exhibits.

	Year Ended December 31,
	(Dollars in Thousands,
	Except Per Share Amounts)
	2004			2003
Balance Sheet Data:
Total Assets	$	145,633		$	122,557
Total Customer Deposits	$	134,691		$	112,576
Gross Loans	$	104,157		$	83,708
Operating Statement Data:
Net Interest Income	$	5,535		$	4,443
Provision for Loan Losses	$	130		$	213
Non-interest Income	$	1,331		$	1,748
Non-interest Expenses	$	5,690		$	5,229
Pre-tax Income	$	1,046		$	749
Income (Taxes) Benefit		($395	)	$	423
Net Income	$	651		$	1,172
Basic Income Per Share	$	.55		$	.99
Diluted Earnings Per Share	$	.53		$	.97
Number of full-service banking centers		4			3


		Exhibit 1 — Agreement and Plan of Merger by and among First Busey Corporation, FBC Acquisition III Corp., and Tarpon Coast Bancorp, Inc., dated as of February 23, 2005.

		Exhibit 2 — Press Release dated February 24, 2005

		Exhibit 3 — Resolutions adopted by the Board of Directors of the Company amending Section 1 of the bylaws

ExceptTable for historical information contained herein, this news release contains comments or information that constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which involves significant risks and uncertainties. Actual results may differ materially from the results discussed in the forward-looking statements. Contents

~~Table of Contents~~SIGNATURE

~~Signatures~~ 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.

~~Pursuant~~TARPON toCOAST ~~the requirements of the securities Exchange Act of 1934~~BANCORP, ~~the~~INC. ~~registrant~~By: ~~has~~/s/ ~~duly~~Lewis ~~caused this~~S. ~~report~~Albert toLewis beS. ~~signed~~Albert onChairman ~~its~~and ~~behalf~~Chief byExecutive ~~the undersigned hereunto duly authorized.~~ Officer

		Tarpon Coast Bancorp, Inc.
Date: February 23, 2005		/s/ Lewis S. Albert
		Lewis S. Albert Chief Executive Officer

Date: February 24, 2005

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