Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BLUESTEM CAPITAL PARTNERS III LTD PARTNERSHIP
   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)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
122 S. PHILLIPS AVENUE, SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
11/04/2004
(Street)

SIOUX FALLS, SD 57104		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 11/04/2004   C V 1,265,822 A $ 0 (1) 1,367,070 D  
Common Stock 11/09/2004   X   413,658 A $ 1.58 (2) 1,780,728 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $ 1.58 11/04/2004   C(1) V   20,000   (3)   (4) Common Stock 1,265,822 $ 100 0 D  
Common Stock Warrants $ 1.58 11/09/2004   X(2)     632,908   (5)   (6) Common Stock 632,908 $ 0 (7) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BLUESTEM CAPITAL PARTNERS III LTD PARTNERSHIP
122 S. PHILLIPS AVENUE, SUITE 300
SIOUX FALLS, SD 57104		     X    

Signatures

 Sandy Horst, CFO of General Partner   12/20/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The Series A Convertible Preferred Stock were automatically converted to 1,265,822 common shares of Issuer.
(2) The warrants were exercised using a cashless method, whereby reporting person received 413,658 shares of common stock of Issuer.
(3) The Series A Convertible Preferred Stock were immediately convertible upon their respective purchase dates as follows: 3,334 shares on 10/01/2002; 3,334 shares on 11/27/2002; 6,666 shares on 12/20/2002; and 6,666 shares on 03/20/2003.
(4) The Series A Convertible Preferred Stock does not have an expiration date.
(5) The warrants were exercisable upon their respective issue dates as follows: 105,506 warrants on 10/01/2002; 105,506 warrants on 11/27/2002; 210,948 warrants on 12/20/2002; and 210,948 warrants on 03/20/2003.
(6) The warrants expired five years from their respective issuance dates as set forth in note 5.
(7) The warrants were issued for no additional consideration in connection with reporting person's prior purchase of Series A Convertible Preferred Stock.

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