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MAIN STREET TRUST, INC.

November 3, 2005

VIA EDGAR

Securities and Exchange
Commission

Division of Corporation
Finance

450 Fifth Street, N.W.

Mail Stop 4561

Washington, D.C.  20549-0408

Attention:  Ms. Kathleen Collins

  RE:

  Main
  Street Trust, Inc.

  Form 10-K
  for the fiscal year ended December 31, 2004

  Form 10-Q
  for the fiscal quarter ended March 31, 2005

  File
  No. 000-30031

Dear Ms. Collins:

Main
Street Trust, Inc. (the “Company”) has filed via EDGAR today its responses
to the comments of the Staff contained in a letter, dated October 24, 2005,
relating to the above-referenced filings.
Set forth below are the comments contained in the Staff’s letter and
immediately below each comment is the response with respect thereto.

Form 10-K for the Fiscal Year Ended December 31,
2004

Note 3 – Investment in
Debt and Equity Securities, page 46

1.                                      We note your
response to prior comment number 1 which provides your consideration of SAB No. 59
in determining whether the unrealized losses in your investment in common
stocks were other-than-temporary.  Please
address the following additional comments with respect to your determination.

•                                          We note that you have supported your position that your unrealized
losses in common stocks were temporary, in part, as you had the intent and
ability to hold the common stock.
Clarify how you had the intent and ability to hold your common stocks at
December 31, 2004 considering you sold certain holdings in the first
quarter 2005 to raise cash to pay for the acquisition of Citizens First
Financial Corporation.  In this respect,
tell us how you considered paragraphs 10 through 18 of EITF 03-1 when
determining that your unrealized losses were temporary as of December 31,
2004.

•                                          Considering some of your investments were in a loss position for
several years, it appears that you are relying more on the ability and intent
argument to support your conclusions that the investments were other than
temporarily impaired.  Tell us how you
evaluated these investments pursuant to the guidance in the Current Accounting
and Disclosure Issues in the Division of Corporation Finance dated March 4,
2005 that can be found on our website at
http://www.sec.gov/divisions/corpfin/acctdis030405.htm#P493_74580, which
indicates that the ability to hold an equity security indefinitely would not,
by itself,

allow an
investor to avoid an other-than-temporary impairment.

•                                          Tell us how you considered the length of time and extent to which the
market value has been less than cost when determining that your unrealized
losses were temporary as of December 31, 2002, 2003 and 2004 and March 31,
2005.  We refer you to section (a) of
the Interpretive Response of SAB No. 59.
Also, for each of your investments, tell us how long they had been in a
loss position at December 31, 2002.

•                                          Clarify whether you have determined that any of your unrealized
continuous losses on your common stock investments were other-than-temporary
during the aforementioned reporting periods.

The
Company responds as follows:

The decision to sell certain
holdings that were in a loss position in the first quarter of 2005 to raise
cash to pay for the acquisition of Citizens First Financial Corporation was not
made until March.  Up until that time,
the equity portfolio continued to be managed as though it would not be
liquidated, with dividends being reinvested and minor portfolio adjustments
being made through late January 2005.
At the time these securities were sold, the Company had other sources of
cash available, including but not limited to an available line of credit from a
correspondent bank.

The Company does not use a bright
line or rule of thumb test when evaluating other-than-temporary
impairment.  The determination of whether
a decline is other-than- temporary is based not only on the ability and intent
to hold the investment, but also on the severity, materiality and duration of
the decline in fair value of the investment as well as the prospect of a market
price recovery within a reasonably acceptable period of time.  Length of time is one of the criteria used in
determining if an investment should be classified as other-than-temporarily
impaired.

The following investments in a loss
position at December 31, 2002 had been a loss position since the date
indicated:

  Bristol
  Meyers Squibb

  4th quarter,
  2001

  Compuware Corp

  3rd quarter,
  2001

  Dana Corp

  2nd quarter,
  2002

  Dupont

  2nd quarter,
  2000

  Infocus

  4th quarter,
  2001

  Johnson &
  Johnson

  4th quarter,
  2002

  Merck

  4th quarter,
  2001

  Motorola

  3rd quarter,
  2002

  SBC

  4th quarter,
  2002

  Solectron

  1st quarter,
  2001

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The Company determined that any unrealized
continuous losses on common stock investments were temporary as of December 31,
2002, 2003, and 2004 and March 31, 2005.

2.                                      We note from your
response to prior comment number 2 that you have accounted for your investment
in Champaign-Urbana Venture Fund, LLC using the equity method.  Your response indicates that your investment
in this limited liability company is not subject to consolidation do to ‘control
issues’.  With respect to your investment
in this limited liability company, please explain how you evaluated FIN 46(R)
in determining that your investment in Champaign-Urbana Venture Fund, LLC is
not subject to consolidation according the provisions of this
Interpretation.  As part of your
response, please address the following.

•                                          Tell us how you evaluated paragraph 5 of FIN 46(R) in
concluding whether the limited liability company is a variable interest entity
under this Interpretation.  Please
provide a complete analysis of this provision as it relates to your investment
in the limited liability company and be as detailed as possible in your
response.

•                                          If you have determined that your investment in the
limited liability company is a variable interest entity, explain how you
evaluated paragraph’s 14 and 15 of FIN 46(R) to determine the primary
beneficiary.

•                                          Explain the distinction between the percentage of
your membership and membership interest.
Clarify why control of the limited liability company is determined by
membership percentage and not membership interest percentage.

•                                          Tell us the structure of the limited liability
company.  In this respect, clarify all
parties involved in this investment and the nature of your relationship with
each party.  Please include a summary of
your rights and obligations compared to those of the other investors in your
response.

The
Company responds as follows:

Paragraph 5 of FIN 46(R),
Consolidation of Variable Interest Entities states that an entity shall be
subject to consolidation if, by design, the conditions in a, b, or c exist:

a.               The total equity
investment at risk is not sufficient to permit the entity to finance its
activities without additional subordinated financial support provided by any
parties, including equity holders.

This is
clearly not the case.  The balance sheet
of Champaign-Urbana Venture Fund, LLC (the “LLC”) has no debt as of either December 31, 2004 or March 31,
2005.  As of December 31, 2004 and March 31,
2005, the Company had no additional commitments to the LLC and investments of
$1,253,000 and $1,252,000, recorded.

b.              As a group the
holders of the equity investment at risk lack any one of the

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following three
characteristics of a controlling financial interest:

i.                                          The
direct or indirect ability through voting rights or similar rights to make
decisions about an entity’s activities that have a significant effect on the
success of the entity.

Pursuant
to the Operating Agreement of the LLC, all members possess voting rights with
respect to the operation of the entity.
For further discussion, please see the description below regarding the
structure and voting rights of the LLC.

ii.                                       The
obligation to absorb the expected losses of the entity.  The investor or investors do not have that
obligation if they are directly or indirectly protected from the expected
losses or are guaranteed a return by the entity itself or by other parties
involved with the entity.

Pursuant
to the Operating Agreement of the LLC, losses of the entity are allocated among
the members.

iii.                                    The
right to receive the expected returns of the entity.  The investors do not have the right if their
return is capped by the entity’s governing documents or arrangements with other
variable interest holders or the entity.

Pursuant
to the Operating Agreement of the LLC, the returns of the entity are allocated
among the members.

c.               The equity
investors as a group also are considered to lack characteristic (b)(i) if (1) the
voting rights of some investors are not proportional to their obligations to
absorb the expected losses of the entity, their rights to receive the expected
residual returns of the entity, or both and (2) substantially all of the entity’s
activities (for example, providing financing or buying assets) either involve
or are conducted on behalf of an investor that has disproportionately few
voting rights. For purposes of applying this requirement, enterprises shall
consider each party’s obligations to absorb expected losses and rights to
receive expected residual returns related to all of that party’s interests in
the entity and not only to its equity investment at risk.

Based on
the structure of the LLC and upon further review of FIN 46(R), we may not meet
this provision.  However, consolidating
the entity would not have a material effect on the financial statements the
Company has previously filed with the SEC.
 Consolidation of the entity will
be considered in the future should management determine that it would have a
material effect on the financial statements.

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Basic Structure of the
LLC

The Operating Agreement of the LLC describes the
distinction between “membership units” and “membership interests.” Each
membership unit represents a member’s proportionate share of ownership in the
LLC and carries with it the right to one (1) vote.  A membership interest, on the other hand,
represents a member’s entire interest in the LLC, including the member’s “economic
interest,” which is defined under the Operating Agreement to include the member’s
share of the LLC’s net profits, net losses and distributions of assets, as
applicable.

The
LLC maintains two separate classes of “membership units” - Class A and Class B
– both classes entitling the unit owner to one (1) vote per membership
unit.  The membership units
generally carry identical voting rights but require different capital
contributions and possess different priorities relative to economic
distributions and allocation of losses.  There are seven (7) Class A
membership units and eleven (11) Class B membership units of the LLC.  As of December 31, 2004 and March 31,
2005, the Company owned one (1) Class A membership unit and one (1) Class B
membership unit, representing approximately 11% of the combined membership
units and therefore giving the Company the right to vote approximately 11% of
the units.  The Company’s membership
interest, which combines its ownership interest with its economic interest in
profits, losses and distributions, represented approximately 73% of the
membership interests at December 31, 2004 and March 31, 2005.

As we discussed in the Company’s August 31,
2005 response, significant corporate transactions of the LLC require at least
majority member approval, and in some cases a greater percentage relative to Class A
membership units.  Except for situations
expressly requiring member approval in the Operating Agreement, the Manager of
the LLC has “complete authority, power and discretion to manage and control the
business, affairs and properties of the Company…”  Because the voting on and approval of
significant corporate matters is based on membership units and not on
membership interests, the Company does not believes that control of the LLC may
be determined based on a particular member’s membership interest.

As discussed above, the
classes of membership units generally carry identical voting rights but require
different capital contributions and possess different priorities relative to
economic distributions and loss allocations.
Within the classes of membership units, distributions are generally made
on a pro rata basis.  The manager of the
LLC (the “LLC Manager”) is generally vested with complete authority to manage
and control the business, affairs and properties of the Company, although
investment decisions of the LLC Manager are subject to approval by an
investment committee.  The investment
committee is comprised of Van Dukeman, President and Chief Executive Officer of
the Company, and another member who is not affiliated with the Company.  The LLC Manager is an Illinois limited
liability company owned solely by one of the members of the LLC who is not
affiliated with the Company.  The LLC Manager
is not a member of the LLC.  The Company
is neither a member nor a manager of the LLC Manager. Other

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than a potential banking
relationship that may be established in the Company’s ordinary course of
business, the Company has no affiliation or relationship with the LLC Manager.
Additionally, although the Company maintains ordinary banking relationships
with some of the members and has, on occasion, used the legal services of
certain members (for such matters as collection disputes, loan documentation,
etc.), the Company does not have any other affiliation or relationship with the
other members of the LLC.  With respect
to the Company’s rights and obligations as a member of the LLC, its rights and
obligations as a Class A Member and a Class B Member are identical to
those of other Class A and Class B members, respectively.

Please do not hesitate to call me if you have any questions
regarding this response.

  Very truly yours,

  /s/ Van A. Dukeman

  Van A. Dukeman

  Dated:             November
  3, 2005

  President and Chief
  Executive Officer

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