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 Page 5 of 5