SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCGOWAN EUGENE E

(Last)

(First)

(Middle)

308 E. PENNBROOK CIRCLE

(Street)

SIOUX FALLS

57108

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2004

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/04/2004		C	V	1,297,468	A	$0⁽¹⁾	1,734,138	I	See footnoe⁽²⁾
Common Stock	11/09/2004		X		424,005	A	$1.58⁽³⁾	2,158,143	I	See footnote⁽⁴⁾
Common Stock								4,520	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$1.58	11/04/2004		C⁽¹⁾	V		20,500	10/01/2002	⁽⁵⁾	Common Stock	1,297,468	$100	0	I	See footnote⁽⁶⁾
Common Stock Warrants	$1.58	11/09/2004		X⁽³⁾			648,733	10/01/2002	09/30/2007	Common Stock	648,733	$0⁽⁷⁾	0	I	See footnote⁽⁸⁾
Common Stock Warrants	$5							11/04/2004	11/04/2009	Common Stock	170,215		170,215	I	See footnote⁽⁹⁾

Explanation of Responses:

1. The Series A Convertible Preferred Stock were automatically converted to 1,297,468 common shares of Issuer.

2. Consists of (i) 1,302,771 shares held by Brew Buddies, L.L.C.; (ii) 5,829 shares held by Brew Master, L.L.C.; and (iii) 425,538 shares held by Granite Partners, L.L.C.

3. The warrants were exercised using a cashless exercise method, whereby Brew Buddies, L.L.C. received 424,005 shares of common stock.

4. Consists of 1,726,776 shares held by Brew Buddies, L.L.C.; (ii) 5,829 shares held by Brew Master, L.L.C.; and (iii) 425,538 shares held by Granite Partners, L.L.C.

5. The Series A Convertible Preferred Stock does not have an expiration date.

6. Series A Convertible Preferred Stock owned by Brew Buddies, L.L.C.

7. The warrants were issued for no additional consideration in connection with Brew Buddies, L.L.C. prior purchase of the Series A Convertible Preferred Stock.

8. Owned by Brew Buddies, L.L.C.

9. Held by Granite Partners, L.L.C.

Remarks:

Mr. McGowan has business relationships with Brew Buddies, L.L.C., Brew Master, LLC and Granite Parters, L.L.C., such that he may be deemed to be the indirect beneficial owner of the securities held by such entities. This report includes securities held by such entities.

	Eugene E. McGowan	12/09/2004
	** Signature of Reporting Person	Date
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