UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
(RULE 13D-101)

Item 1.

Security and Issuer

Granite Partners, L.L.C. (“Reporting Person”) hereby amends its statement on Schedule D (the “Schedule D”) originally filed with the SEC on October 1, 2004, with respect to its beneficial ownership of shares of common stock, par value $0.01 per share (“Common Stock”), of Granite City Food & Brewery Ltd., a Minnesota corporation (the “Issuer”).  Items 2, 3 and 5 of the Schedule 13D are hereby amended and restated.

Item 2.

Identity and Background

(a)   This Schedule 13D is being filed by Granite Partners, L.L.C., a South Dakota Limited Liability Company (the “Reporting Person”).  The Reporting Person was organized to invest in Issuer.

(b)   The business address of the Reporting Person is 2329 N. Career Avenue, Suite 219, Sioux Falls, South Dakota, 57107.

(c)   Eugene E. McGowan, the Managing Member of the Reporting Person, exercises control over the Reporting Person.  Mr. McGowan is an individual engaged in the business of management and his address is 2329 N. Career Avenue, Suite 219, Sioux Falls, South Dakota 57107.

(d)   During the last five years, neither the Reporting Person nor, to the best of the Reporting Person’s knowledge, Eugene E. McGowan, has been convicted in a criminal (excluding traffic violations or similar misdemeanors).

(e)   During the last five years, neither the Reporting Person nor, to the best of the  Reporting Person’s knowledge, Eugene E. McGowan, has be Reporting Person’s knowledge, Eugene E. McGowan, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)    Eugene E. McGowan is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

Source of Funds ($1,383,000) for this acquisition was from the members of Reporting Persons through a loan from CorTrust Bank NA, a copy of which is attached hereto as Exhibit B.  The Reporting Person conducted a private placement offering of securities of Granite Partners, L.L.C. to repay the loan on January 11, 2005.

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer

(a)   As of the date hereof, the Reporting Person beneficially owns 1.6% of the Common Stock of the Issuer, or 185,343 shares, which consists of i) 15,128 shares of Common Stock and ii) 170,215 shares purchasable pursuant to the exercise of Common Stock Warrants. As of the date hereof, Eugene E. McGowan, the Managing Member of the Reporting Person, owns 380,595 shares, or 3.3% of the Common Stock, consisting of (i) 165,252 shares owned by Mr. McGowan; (ii) 30,000 shares purchasable pursuant to stock options held by Mr. McGowan; and (iii) 185,343 shares beneficially owned by Granite Partners, L.L.C. as described above.

(b)   The Reporting Person has the sole power to vote and dispose of its shares; Mr. McGowan has the sole power to vote and dispose of 195,252 shares and shared power to vote and to dispose of 185,343 shares (through his interest in  Granite Partners, L.L.C.).

(c)   On July 6, 2005 the Reporting Person distributed 410,410 shares to its members pursuant to an in-kind distribution.  As a result of such distribution, Mr. McGowan individually received 39,430 shares.

(d)   The Reporting Person knows of no person who has the right to receive or the power to direct the receipt of dividends from the proceeds from the sale of the shares reported herein.

(e)   Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7.

Material to Be Filed as Exhibits

Granite Partners, L.L.C.

/s/ Eugene E. McGowan

By: Eugene E. McGowan

Its: Managing Member

Dated:

July 8, 2005