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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1. Name and Address of Reporting Person * WHITEBOX INTERMARKET PARTNERS LP   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) 3033 EXCELSIOR BOULEVARD, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 11/04/2004 (Street) MINNEAPOLIS, MN 55416 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 (1) 11/04/2004   X   461,538 A $ 3.25 461,538 D (3) (4)   Common Stock (2) 11/04/2004   X   30,738 A $ 3.25 51,938 D   Common Stock (2) 11/04/2004   C   25,316 A $ 1.58 77,254 D   Common Stock (7) 11/04/2004   C   94,936 A $ 1.58 94,936 D   Common Stock (7) 11/04/2004   C   94,936 A $ 1.58 189,872 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

Right to Purchase (1)

(5)

11/04/2004

X

461,538 (3) (4) (5)

11/04/2004

(5)

Refer Footnote (5)

(5)

(5)

0

D (3) (4)

Right to Purchase (2)

(6)

11/04/2004

X

30,738 (6)

11/04/2004

(6)

Refer Footnote (6)

(6)

(6)

0

D

Common Stock Warrant (Right to Buy) (1)

$ 5

11/04/2004

X

184,615

11/04/2004

11/04/2009

Common

184,615

$ 5

184,615

D (3) (4)

Common Stock Warrant (Right to Buy) (2)

$ 5

11/04/2004

X

12,295

11/04/2004

11/04/2009

Common

12,295

$ 5

12,295

D

Series A Convertible Preferred Stock (2)

$ 1.58

11/04/2004

C

25,316

10/01/2002

(8)

Common Stock

25,316

$ 1.58

0

D

Series A Convertible Preferred Stock (7)

$ 1.58

11/04/2004

C

94,936

10/01/2002

(8)

Common Stock

94,936

$ 1.58

0

D

Series A Convertible Preferred Stock (7)

$ 1.58

11/04/2004

C

94,936

10/01/2007

(8)

Common Stock

94,936

$ 1.58

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WHITEBOX INTERMARKET PARTNERS LP 3033 EXCELSIOR BOULEVARD SUITE 300 MINNEAPOLIS, MN 55416		X
KOHLER GARY S 3033 EXCELSIOR BOULEVARD SUITE 300 MINNEAPOLIS, MN 55416		X
WHITEBOX ADVISORS LLC 3033 EXCELSIOR BOULEVARD SUITE 300 MINNEAPOLIS, MN 55416		X
REDLEAF ANDREW 3033 EXCELSIOR BOULEVARD SUITE 300 MINNEAPOLIS, MN 55416		X
Whitebox Intermarket Advisors, LLC 3033 EXCELSIOR BOULEVARD SUITE 300 MINNEAPOLIS, MN 55416		X
WHITEBOX INTERMARKET FUND LP 3033 EXCELSIOR BOULEVARD SUITE 300 MINNEAPOLIS, MN 55416		X
Whitebox Intermarket Fund, Ltd. 3033 EXCELSIOR BOULEVARD SUITE 300 MINNEAPOLIS, MN 55416		X

Signatures

/s/ Gary S. Kohler		11/12/2004
**Signature of Reporting Person		Date
/s/ Andrew J. Redleaf		11/12/2004
**Signature of Reporting Person		Date
/s/ Jonathan D. Wood, Chief Financial Officer for Whitebox Advisors, LLC, 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

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)	Reporting person is Whitebox Intermarket Partners, L.P.
(2)	Reporting person is Gary S. Kohler.
(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)	The Reporting Person, 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, upon closing the purchase of common stock, 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 will not be crossed and will expire on November 4, 2009, were issued to the Reporting Person.
(6)	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, 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 will not be crossed and will expire on November 4, 2009, were issued to Mr. Kohler.
(7)	Reporting person is Andrew J. Redleaf.
(8)	There is no expiration date for the exercise of the series A Convertible Preferred Stock.

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