SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

WHITEBOX INTERMARKET PARTNERS LP

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2004

3. Issuer Name and Ticker or Trading Symbol
GRANITE CITY FOOD & BREWERY LTD [ GCFB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/18/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	21,200	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Right to Purchase⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Refer Footnote⁽²⁾⁽³⁾⁽⁴⁾	461,538⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Right to Purchase⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Refer Footnote⁽⁵⁾	30,738⁽⁵⁾	⁽⁵⁾	D
Warrants⁽¹⁾	09/17/2004	09/17/2009	Common Stock	7,705	$5	D
Series A Convertible Preferred Stock⁽¹⁾	10/01/2002	⁽⁷⁾	Common Stock	25,316	$1.58	D
Series A Convertible Preferred Stock⁽⁶⁾	10/01/2002	⁽⁷⁾	Common Stock	94,936	$1.58	D
Warrants⁽⁶⁾	10/01/2002	10/01/2007	Common Stock	47,468	$1.58	D
Warrants⁽⁶⁾	12/20/2002	12/20/2007	Common Stock	47,468	$1.58	D
Series A Convertible Preferred Stock⁽⁶⁾	12/20/2002	⁽⁷⁾	Common Stock	94,936	$1.58	D

1. Name and Address of Reporting Person^*

WHITEBOX INTERMARKET PARTNERS LP

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KOHLER GARY S

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

REDLEAF ANDREW

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WHITEBOX ADVISORS LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Whitebox Intermarket Advisors, LLC

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WHITEBOX INTERMARKET FUND LP

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Whitebox Intermarket Fund, Ltd.

(Last)

(First)

(Middle)

3033 EXCELSIOR BOULEVARD

SUITE 300

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reporting person is Gary S. Kohler.

2. Whitebox Intermarket Partners, L.P., pursuant to the Securities Purchase Agreement dated September 17, 2004 among the Company and the Purchasers named therein (the "Purchase Agreement"), obtained the right to purchase 461,538 shares of common stock of Granite City Food & Brewery Ltd. (the "Company") at a price of $3.25 per share. In addition, Whitebox Intermarket Partners, L.P. will receive warrants to purchase 184,615 shares of the Company's common stock at a purchase price per share of $5.00, which will be exercisable if certain ownership threshholds are not crossed and will expire on November 4, 2009. The right to purchase is subject to conditions, including obtaining shareholder approval of the sale of securities, and will expire on December 31, 2004. (Cont. in Footnote 3)

3. The general partner of Whitebox Intermarket Partners, L.P. is Whitebox Intermarket Advisors, LLC, which manages accounts for the benefit of its clients Whitebox Intermarket Partners, L.P., Whitebox Intermarket Fund, L.P. and Whitebox Intermarket Fund, Ltd. The managing member and controlling owner of Whitebox Intermarket Advisors, LLC is Whitebox Advisors, LLC. The sole managing member of Whitebox Advisors, LLC is Mr. Redleaf. Mr. Kohler is a portfolio manager of Whitebox Intermarket Partners, L.P. Based on the relationships described herein, these entities and individuals may be deemed to constitute a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. (Cont. in Footnote 4)

4. The filing of this statement shall not be construed as an admission that Whitebox Advisors, LLC, Whitebox Intermarket Advisors, LLC, Whitebox Intermarket Partners, L.P., Whitebox Intermarket Fund, L.P., Whitebox Intermarket Fund, Ltd., Mr. Kohler and Mr. Redleaf are a group, or have agreed to act as a group. Mr. Kohler and Mr. Redleaf, Whitebox Advisors, LLC, Whitebox Intermarket Advisors, LLC, Whitebox Intermarket Partners, L.P., Whitebox Intermarket Fund, L.P., Whitebox Intermarket Fund, Ltd. each disclaim beneficial ownership of such shares of common stock except to the extent of their pecuniary interest in such shares.

5. Gary S. Kohler, pursuant to the Purchase Agreement, obtained the right to purchase 30,738 shares of common stock of the Company at a price of $3.25 per share. In addition, Mr. Kohler will receive warrants to purchase 12,295 shares of common stock of the Company at a purchase price of $5.00, which will be exercisable if certain ownership threshholds are not crossed and will expire on November 4, 2009. The right to purchase is subject to conditions, including obtaining shareholder approval of the sale of securities, and will expire on December 31, 2004.

6. Reporting person is Andrew J. Redleaf.

7. There is no expiration date for the exercise of the Series A Convertible Preferred Stock.

	/s/ Gary S. Kohler	11/12/2004
	/s/ Andrew J. Redleaf	11/12/2004
	/s/ Jonathan D. Wood, Chief Financial Officer Whitebox Intermarket Advisors, LLC, Whitebox Intermarket Partners, L.P., Whitebox Intermarket Fund, L.P. and Whitebox Intermarket Fund, Ltd.	11/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.