UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-KSB/A

ý		ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 28, 2004

o		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-29643

GRANITE CITY FOOD & BREWERY LTD.
(Name of Small Business Issuer in Its Charter)

Minnesota		41-1883639
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

5831 Cedar Lake Road, Minneapolis, Minnesota 55416
(Address of Principal Executive Offices, including Zip Code)

(952) 525-2070
(Issuer’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Units (each consisting of one share of Common Stock, $0.01 par value, and one redeemable Class A Warrant
to purchase one share of Common Stock), Common Stock ($0.01 par value) and
redeemable Class A Warrants to purchase Common Stock
(Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ý

The issuer’s revenues for its most recent fiscal year were $30,755,536.

The aggregate market value of the common equity held by non-affiliates of the issuer as of March 15, 2005 was approximately $34,066,457.

As of March 15, 2005, the issuer had outstanding 11,620,067 shares of common stock and 1,000,000 Class A Warrants. The number of outstanding shares of common stock includes the shares issuable upon separation of the units, each consisting of one share of common stock and one redeemable Class A Warrant, sold in the issuer’s initial public offering.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format:

Yes o No ý.

TABLE OF CONTENTS

PART III

	ITEM 11	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

SIGNATURES

INDEX TO EXHIBITS

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock as of March 15, 2005, by (a) each person who is known to us to own beneficially more than five percent of our common stock, (b) each director, (c) our Named Executive Officers (as defined herein), and (d) all executive officers and directors as a group. Unless otherwise noted, each person identified below possesses sole voting and investment power with respect to such shares. Except as described elsewhere herein, we know of no agreements among our shareholders that relate to voting or investment power with respect to our common stock.

Name and Address of Beneficial Owner (1)	Shares Beneficially Owned		Percentage of Common Stock (2)
Steven J. Wagenheim (3) (4)	2,068,763	(5)	17.4	%
Arthur E. Pew III (3)	1,944,551	(6)	16.5	%
William E. Burdick (3)	1,707,750	(7)	14.7	%
Brewing Ventures LLC	1,662,500		14.3	%
Bluestem Capital Partners III Limited Partnership (8)	1,481,780	(9)	12.8	%
Perkins Capital Management, Inc. (10)	1,015,790	(11)	8.7	%
Andrew J. Redleaf (12)(13)	900,956	(14)	7.6	%
Eugene E. McGowan (15)(17)	854,928	(16)	7.2	%
Whitebox Intermarket Partners, L.P.(13)	646,153	(14)	5.5	%
Granite Partners LLC (17)	595,753	(18)	5.1	%
Timothy R. Cary	218,000	(19)	1.8	%
Dermot F. Rowland	113,381	(20)		*
Bruce H. Senske	103,033	(21)		*
James G. Gilbertson	75,000	(22)		*
James J. Hughes	25,000	(19)		*
All directors and executive officers as a group (10 persons) (23)	3,825,406	(24)	30.0	%

Represents less than one percent.


(1)		Unless otherwise indicated, the address of each shareholder is c/o Granite City Food & Brewery Ltd., 5831 Cedar Lake Road, St. Louis Park, Minnesota 55416.
(2)		Percentage of common stock is based on 11,602,067 shares of common stock issued and outstanding on March 15, 2005. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to securities. Securities “beneficially owned” by a person may include securities owned by or for, among others, the spouse, children or certain other relatives of such person as well as other securities as to which the person has or shares voting or investment power or has the option or right to acquire within 60 days of March 15, 2005. Shares issuable pursuant to the exercise of warrants and the exercise of options are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person.
(3)		Messrs. Wagenheim, Pew and Burdick, three members of our board of directors, are members of Brewing Ventures LLC who collectively own 75% of its membership interests. As a result, they may be deemed to be the indirect beneficial owners of the securities it holds. The number of shares reported herein as beneficially owned by such individuals includes securities held by Brewing Ventures.
(4)		Mr. Wagenheim owns 70% of New Brighton Ventures, Inc. As a result, he may be deemed to be the indirect beneficial owner of the securities it holds. The number of shares reported herein as beneficially owned by Mr. Wagenheim includes securities held by New Brighton Ventures.
(5)		Includes 155,000 shares purchasable by Mr. Wagenheim pursuant to the exercise of options and 130,053 shares purchasable by New Brighton Ventures pursuant to the exercise of Class A Warrants.
(6)		Includes (a) 100 shares owned by Mr. Pew’s spouse, (b) 400 shares owned by trusts for the benefit of Mr. Pew’s grandchildren, over which Mr. Pew is sole trustee, (c) 104,045 shares purchasable by Mr. Pew pursuant to the exercise of Class A Warrants, (d) 60,000 shares purchasable by Mr. Pew pursuant to the exercise of options, (e) 107 shares purchasable pursuant to the exercise of Class A Warrants owned by Mr. Pew’s spouse, and (f) 429 shares purchasable pursuant to the exercise of Class A Warrants owned by trusts for the benefit of Mr. Pew’s grandchildren, over which Mr. Pew is sole trustee.
(7)		Includes 45,250 shares purchasable by Mr. Burdick pursuant to the exercise of options.
(8)		The address of this shareholder is 122 South Phillips Avenue, Suite 300, Sioux Falls, SD 57104.
(9)		As set forth in schedule 13D/A filed with the Securities and Exchange Commission by Bluestem Capital Partners III Limited Partnership on February 24, 2005.
(10)		The address of this shareholder is 730 East Lake Street, Wayzata, MN 55391.
(11)		As set forth in Schedule 13G filed with the Securities and Exchange Commission by Perkins Capital Management, Inc. on February 10, 2005. The Schedule 13G reports that these shares are owned by investment advisory clients of Perkins Capital Management, Inc. The Schedule 13G reports that these shares represent: (1) 441,535 shares over which such entity has sole voting power and (2) 1,015,790 shares over which such entity has sole dispositive power.
(12)		Based upon his Schedule 13G, filed December 9, 2004, Mr. Redleaf has beneficial ownership or control of Whitebox Intermarket Partners. The number of shares reported herein as beneficially owned by Mr. Redleaf includes securities held by Whitebox.
(13)		The address of this shareholder is 3033 Excelsior Blvd., Suite 300, Minneapolis, MN 55416.
(14)		Includes 184,615 shares purchasable by Whitebox upon the exercise of warrants.
(15)		Mr. McGowan, a member of our board of directors, has business relationships with Granite Partners, L.L.C. and Brew Master, L.L.C. such that he may be deemed to be the indirect beneficial owner of the securities held by such entities. The number of shares reported herein as beneficially owned by Mr. McGowan therefore includes 147,648 shares held by Brew Master and the number of shares reported herein as beneficially owned by Granite Partners.
(16)		Includes 30,000 shares purchasable by Mr. McGowan pursuant to the exercise of stock options.
(17)		The address of this shareholder is 308 E. Pennbrook Circle, Sioux Falls, SD 57108.
(18)		Includes 170,215 shares purchasable by Granite Partners pursuant to the exercise of warrants.
(19)		Consists of shares purchasable upon the exercise of stock options.
(20)		Includes 6,400 shares purchasable by Mr. Rowland pursuant to the exercise of warrants and 15,000 shares purchasable by Mr. Rowland pursuant to the exercise of stock options.
(21)		Includes (a) 6,706 shares purchasable by Mr. Senske pursuant to the exercise of Class A Warrants, (b) 60,000 shares purchasable by Mr. Senske pursuant to the exercise of stock options, and (c) 4,308 shares purchasable by Mr. Senske pursuant to the exercise of warrants.
(22)		Includes 60,000 shares purchasable by Mr. Gilbertson pursuant to the exercise of stock options.
(23)		Includes securities held by Brew Buddies, Bluestem, Brewing Ventures, Brew Master, Granite Partners, New Brighton Ventures, Mr. Pew’s spouse, and trusts for the benefit of Mr. Pew’s grandchildren.
(24)		Includes (a) 241,340 shares purchasable pursuant to the exercise of Class A Warrants, (b) 180,923 shares purchasable pursuant to the exercise of warrants, and (c) 708,250 shares purchasable upon the exercise of options.

Equity Compensation Plan Information

The following table provides information as of the end of the most recently completed fiscal year with respect to compensation plans under which our equity securities are authorized for issuance.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	1,102,500		$	3.12	892,787	(1)
Equity compensation plans not approved by security holders	714,246	(2)	$	3.12	0
Total	1,816,746		$	3.12	892,787

(1) Represents (a) 35,500 shares remaining available for future issuance under our 1997 Stock Option Plan; (b) 240,000 shares remaining available for future issuance under our 1997 Director Stock Option Plan; and (c) 617,287 shares remaining available for future issuance under our 2002 Equity Incentive Plan. On January 1^st of each year, commencing with year 2003, the aggregate number of shares of stock that may be awarded under the 2002 Equity Incentive Plan automatically increases by the greater of (a) 80,000 shares of stock or (b) 2.0% of the outstanding shares of stock on such date.

(2) Represents (a) an aggregate of 58,500 shares of common stock underlying ten-year options exercisable at $1.65 per share issued on December 27, 2001, to certain employees, including three executive officers who also served as directors; (b) an aggregate of 20,000 shares of common stock underlying ten-year options exercisable at $2.45 per share issued on February 11, 2003 to a former executive officer who also served as a director; (c) an aggregate of 87,670 units underlying five-year warrants exercisable at $4.61 per unit originally issued on June 10, 2000, pursuant to the terms of an underwriting agreement, as adjusted; (d) an aggregate of 288,162 shares of common stock underlying five-year warrants exercisable at $1.58 per share, 214,327 of which were originally issued in the fourth quarter of 2002 and 73,835 of which were issued in the first half of 2003, pursuant to the terms of an agency agreement; (e) an aggregate of 130,730 shares of common stock underlying five-year warrants exercisable at $5.00 per share, 29,618 of which were originally issued September 17, 2004 and 101,112 of which were issued November 4, 2004; and (f) an aggregate of 12,000 shares of common stock underlying five-year warrants exercisable at $2.85 per share, an aggregate of 10,000 shares of common stock underlying five-year warrants exercisable at $3.40 per share, an aggregate of 8,000 shares of common stock underlying five-year warrants exercisable at $4.40 per share and an aggregate of 5,000 shares of common stock underlying five-year warrants exercisable at $5.40 per share pursuant to the terms of a financial advisory services agreement.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on July 20, 2005.

	GRANITE CITY FOOD & BREWERY LTD.

	By	/s/ Steven J. Wagenheim
		Steven J. Wagenheim
		President and Chief Executive Officer
		(Principal Executive Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant, and in the capacities and on the date indicated.

Signature			Title	Date

/s/ Steven J. Wagenheim			President, Chief Executive Officer	July 20, 2005
Steven J. Wagenheim			and Director (Principal Executive
			Officer)

/s/ Monica A. Underwood			Interim Chief Financial Officer and	July 20, 2005
Monica A. Underwood			Corporate Controller (Principal Financial
			Officer and Principal Accounting Officer)

*			Chairman of the Board, Brewmaster
William E. Burdick			and Director


*			Director
Arthur E. Pew III

*			Director
James G. Gilbertson

*			Director
Bruce H. Senske

*			Director
Eugene E. McGowan

*			Director
Dermot F. Rowland

*	By	/s/ Monica A. Underwood		July 20, 2005
		Monica A. Underwood Attorney-in-fact

INDEX TO EXHIBITS

Exhibit Number		Description

3.1		Articles of Incorporation of the Registrant, as amended (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on November 13, 2002 (File No. 0-29643)).
3.2		By-laws of the Registrant.*
4.1		Reference is made to Exhibits 3.1 and 3.2.
4.2		Specimen common stock certificate (incorporated by reference to our Current Report on Form 8-K, filed on September 20, 2002 (File No. 0-29643)).
4.3		Form of Warrant Agreement (incorporated by reference to our Registration Statement of Form SB-2/A, filed on May 15, 2000 (File No. 333-93459)).
4.4		Specimen unit certificate (incorporated by reference to our Current Report on Form 8-K, filed on September 20, 2002 (File No. 0-29643)).
4.5		Amendment No. 1 to Warrant Agreement (including specimen Class A Warrant certificate) (incorporated by reference to our Current Report on Form 8-K, filed on September 20, 2002 (File No. 000-29643)).
10.1		1997 Stock Option Plan (incorporated by reference to our Registration Statement on Form SB-2, filed on December 22, 1999 (File No. 333-93459)).
10.2		Granite City Food & Brewery Ltd. 1997 Director Stock Option Plan, as amended effective November 4, 2004 (incorporated by reference to our Current Report on Form 8-K filed on November 4, 2004 (File No. 0-29643)).
10.3		Granite City Food & Brewery Ltd. 2002 Equity Incentive Plan, as amended effective November 4, 2004 (incorporated by reference to our Current Report on Form 8-K filed on November 4, 2004 (File No. 0-29643)).
10.4		Employment Agreement between the Registrant and Steven J. Wagenheim, dated December 14, 1999 (incorporated by reference to our Registration Statement on Form SB-2, filed on December 22, 1999 (File No. 333-93459)).
10.5		Employment Agreement between the Registrant and William E. Burdick, dated December 14, 1999 (incorporated by reference to our Registration Statement on Form SB-2, filed on December 22, 1999 (File No. 333-93459)).
10.6		Lease by and between the Registrant and St. Cloud Investments L.L.P., dated July 29, 1998 (including Addendum to Lease and Guaranty) (incorporated by reference to our Registration Statement on Form SB-2, filed on December 22, 1999 (File No. 333-93459)).
10.7		Lease by and between the Registrant and GCI Capital, Inc., dated May 19, 1999 (incorporated by reference to our Registration Statement on Form SB-2, filed on December 22, 1999 (File No. 333-93459)).
10.8		Agreement to Lease between the Registrant and Barclay, Ltd., effective November 14, 1999 (incorporated by reference to our Registration Statement on Form SB-2, filed on December 22, 1999 (File No. 333-93459)).
10.9		License Purchase Agreement by and between the Registrant and CNJ Distributing Corp., dated December 20, 1999 (incorporated by reference to our Registration Statement on Form SB-2, filed on December 22, 1999 (File No. 333-93459)).
10.10		Amendment to License Purchase Agreement by and between the Registrant and CNJ Distributing Corp., dated January 18, 2000 (incorporated by reference to Amendment No. 2 of our Registration Statement on Form SB-2, filed on February 22, 2000 (File No. 333-93459)).
10.11		Lease by and between the Registrant and Sioux Falls Investments, L.L.P., dated June 14, 2000 (including Guaranty) (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on August 4, 2000 (File No. 0-29643)).
10.12		Ground Lease by and between the Registrant and West Acres Development, LLP, dated January 18, 2001 (incorporated by reference to our Annual Report on Form 10-KSB, filed on April 2, 2001 (File No. 0-29643)).
10.13		Capital Equipment Lease by and between the Registrant and the GCI Capital, Inc., dated June 15, 2001 (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on August 9, 2001 (File No. 0-29643)).

10.14		Loan Agreement by and between the Registrant and First National Bank, Pierre, South Dakota, dated July 19, 2001 (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on August 9, 2001 (File No. 0-29643)).
10.15		Agreement Concerning Guaranty by and between the Registrant and Steven Wagenheim, Arthur E. Pew III and William Burdick, dated July 17, 2001 (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on August 9, 2001 (File No. 0-29643)).
10.16		Form of Common Stock Purchase Warrant issued to Purchasers of Series A Convertible Preferred Stock (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on November 13, 2002 (File No. 0-29643)).
10.17		Form of Common Stock Purchase Warrant issued to Aethlon Capital, LLC and NDX Financial Services (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on November 13, 2002 (File No. 0-29643)).
10.18		Development Agreement between Donald A. Dunham, Jr. and the Registrant, dated October 22, 2002 (incorporated by reference to our Annual Report on Form 10-KSB, filed on March 28, 2003 (File No. 0-29643)).
10.19		Assignment Agreement among Donald A. Dunham, Jr., Dunham Capital Management, L.L.C. and the Registrant, dated October 22, 2002 (incorporated by reference to our Annual Report on Form 10-KSB, filed on March 28, 2003 (File No. 0-29643)).
10.20		Correspondence from Dunham Capital Management, L.L.C., dated March 17, 2003 (incorporated by reference to our Annual Report on Form 10-KSB, filed on March 28, 2003 (File No. 0-29643)).
10.21		Form of Common Stock Purchase Warrant issued to R.J. Steichen & Company (incorporated by reference to our Registration Statement on Form SB-2/A, filed on May 15, 2000 (File No. 333-93459)).
10.22		Form of Non-Qualified Stock Option Agreement between the Registrant and certain employees of the Registrant, dated December 27, 2001 (incorporated by reference to our Annual Report on Form 10-KSB, filed on March 28, 2003 (File No. 0-29643)).
10.23		Loan Agreement between Granite City Food & Brewery Ltd. and First National Bank, dated August 28, 2003 (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on November 12, 2003 (File No. 0-29643)).
10.24		Term Note for the principal sum of $750,000 issued by Granite City Food & Brewery Ltd., Maker, to First National Bank, Payee, dated August 28, 2003 (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on November 12, 2003 (File No. 0-29643)).
10.25		Security Agreement between Granite City Food & Brewery Ltd. and First National Bank, dated August 28, 2003 (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on November 12, 2003 (File No. 0-29643)).
10.26		Business Loan Agreement between Granite City Food & Brewery Ltd. and First National Bank, dated April 14, 2004 (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on May 3, 2004 (File No. 0-29643)).
10.27		Promissory Note for the principal sum of $750,000 issued by Granite City Food & Brewery Ltd., Borrower, to First National Bank, Lender, dated April 14, 2004 (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on May 3, 2004 (File No. 0-29643)).
10.28		Commercial Guarantee Agreement between Granite City Food & Brewery Ltd., Borrower, First National Bank, Lender, and Steven J. Wagenheim, Guarantor, dated April 14, 2004 (incorporated by reference to our Quarterly Report on Form 10-QSB, filed on May 3, 2004 (File No. 0-29643)).
10.29		Securities Purchase Agreement between the Registrant and the Investors named as signatories thereto, dated September 17, 2004. (incorporated by reference to our Registration Statement on Form S-3, filed October 15, 2004 (File No. 333-119768)).
10.30		Lease - Business Property Agreement between the Registrant and Ellsworth Development Corp., dated December 13, 2004 (incorporated by reference to our Current Report on Form 8-K, filed December 14, 2004 (File No. 000-29643)).
10.31		Form of Non-qualified Stock Option Agreement under the Company’s 1997 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K, filed on March 21, 2005 (File No. 000-29643)).
10.32		Form of Stock Option Agreement under the Company’s 1997 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K, filed on March 21, 2005 (File No. 000-29643)).

10.33		Form of Stock Option Agreement under the Company’s 1997 Director Stock Option Plan (incorporated by reference to our Current Report on Form 8-K, filed on March 21, 2005 (File No. 000-29643)).
10.34		Form of Non-qualified Stock Option Agreement under the Company’s 2002 Equity Incentive Plan (incorporated by reference to our Current Report on Form 8-K, filed on March 21, 2005 (File No. 000-29643)).
10.35		Form of Incentive Stock Option Agreement under the Company’s 2002 Equity Incentive Plan (incorporated by reference to our Current Report on Form 8-K, filed on March 21, 2005 (File No. 000-29643)).
23		Consent of Independent Auditors.*
24		Powers of Attorney (included on signature page to Form 10-KSB).
31.1		Certification by Steven J. Wagenheim, President and Chief Executive Officer of the Company, pursuant to Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification by Monica A. Underwood, Interim Chief Financial Officer and Corporate Controller of the Company, pursuant to Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification by Steven J. Wagenheim, President and Chief Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification by Monica A. Underwood, Interim Chief Financial Officer and Corporate Controller of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Previously filed.