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


                                 SCHEDULE 13G/A
                                (AMENDMENT NO. 3)

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                           FIRST BANCTRUST CORPORATION
                                (NAME OF ISSUER)
                      COMMON STOCK PAR VALUE $.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)
                                   31868F 10 2
                                 (CUSIP NUMBER)
                                    12-31-04
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:

               (X)     RULE 13d-1(b)
               ( )     RULE 13d-1(c)
               ( )     RULE 13d-1(d)


*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).


                                   Page 1 of 5

[ ] CUSIP NO. 31868F 10 2


1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON

         FIRST BANCTRUST CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN TRUST

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                               A
                                                -----

                                               B
                                                -----

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         STATE CHARTERED STOCK SAVINGS INSTITUTION'S EMPLOYEE STOCK OWNERSHIP
         PLAN ORGANIZED IN ILLINOIS

5.       SOLE VOTING POWER:                    152,120 SHARES

6.       SHARED VOTING POWER:                  92,519 SHARES

7.       SOLE DISPOSITIVE POWER:               152,120 SHARES

8.       SHARED DISPOSITIVE POWER:             92,519 SHARES

9.       AGGREGATE AMOUNT BENEFICIALLY
         OWNED BY EACH REPORTING PERSON:       244,639 SHARES

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

11.      PERCENT OF CLASS REPRESENTED BY       
         AMOUNT IN ROW 9                       9.8%

12.      TYPE OF REPORTING PERSON              EP


                                   Page 2 of 5

ITEM 1.

         (A)      NAME OF ISSUER:

                  FIRST BANCTRUST CORPORATION

         (B)      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

                  206 SOUTH CENTRAL AVENUE, PARIS, ILLINOIS 61944

ITEM 2.
         (A)      NAME OF PERSON FILING:

                  FIRST BANCTRUST CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
                  TRUST

                  TRUSTEE: FIRST BANKERS TRUST SERVICES, INC., BROADWAY AT 12TH
                  STREET, QUINCY, ILLINOIS 62305

         (B)      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

                  206 SOUTH CENTRAL AVENUE, PARIS, ILLINOIS 61944

         (C)      CITIZENSHIP

                  STATE CHARTERED STOCK SAVINGS INSTITUTION'S EMPLOYEE STOCK
                  OWNERSHIP PLAN ORGANIZED IN ILLINOIS

         (D)      TITLE OF CLASS OF SECURITIES

                  COMMON STOCK PAR VALUE $.01 PER SHARE

         (E)      CUSIP NUMBER:

                  31868F 10 2

ITEM 3.           IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13D-1(B)
                  OR SECTION 240.13(D)-2(B) OR (C), CHECK WHETHER THE PERSON
                  FILING IS A:

         (F)      [X] AN EMPLOYEE BENEFIT PLAN IN ACCORDANCE WITH SECTION
                  240.13d-1(b)(1)(ii)(F)


                                   Page 3 of 5



ITEM 4.           OWNERSHIP

         (A)      AMOUNT BENEFICIALLY OWNED

                  244,639 SHARES

         (B)      PERCENT OF CLASS

                  9.8%

         (C)      NUMBER OF SHARES AS TO WHICH THE PERSON HAS:

                  (I)      SOLE POWER TO VOTE OR DIRECT THE VOTE 
                           152,120 SHARES REPRESENTING UNALLOCATED SHARES

                  (II)     SHARED POWER TO VOTE OR DIRECT THE VOTE 
                           92,519 REPRESENTING ALLOCATED SHARES

                  (III)    SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
                           152,120 SHARES

                  (IV)     SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION OF
                           92,519 SHARES

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 GROUP

                  NOT APPLICABLE


                                   Page 4 of 5



ITEM 10.          CERTIFICATION

                  THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE STATEMENT
                  IS FILED PURSUANT TO RULE 13D-1(B):

         BY SIGNING BELOW, I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND
BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE ORDINARY COURSE OF
BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF
CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE
NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING
SUCH PURPOSES OR EFFECT.


                                    SIGNATURE

         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 14, 2004

                                    FIRST BANCTRUST CORPORATION EMPLOYEE STOCK
                                    OWNERSHIP PLAN TRUST BY FIRST BANKERS TRUST
                                    SERVICES, INC. AS TRUSTEE



                                    /s/Linda Shultz
                                    --------------------------------------------
                                    Linda Shultz, Trust Officer


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