	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D
	(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a).

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Granite City Food & Brewery Ltd.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

38724Q 10 7

(CUSIP Number)

Sandy Horst

122 S. Phillips Avenue, Suite 300

Sioux Falls, SD 57104

(605)331-0091

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 30, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 38724Q 10 7

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Bluestem Capital Partners III Limited Partnership 46-0456561

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o Not applicable

	6.	Citizenship or Place of Organization USA (South Dakota)

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,605,280 shares

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 1,605,280 shares

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,605,280 shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.8%

	14.	Type of Reporting Person (See Instructions) PN

Bluestem Capital Partners III Limited Partnership (the “Reporting Person”) hereby amends its statement on Schedule 13D (the “Schedule 13D”) originally filed with the SEC on October 22, 2002, as amended on November 4, 2002, December 2, 2002, August 9, 2004 and November 19, 2004, with respect to its beneficial ownership of shares of Common Stock, par value $.01 per share (“Common Stock”) of Granite City Food & Brewery Ltd., a Minnesota corporation (the “Issuer”). Item 5 of the Schedule 13D is hereby amended and restated.

Item 1.	Security and Issuer

Item 2.	Identity and Background

Item 3.	Source and Amount of Funds or Other Consideration

Item 4.	Purpose of Transaction

Item 5.	Interest in Securities of the Issuer
(a) Bluestem Capital Partners III Limited Partnership beneficially owns 13.8% of the Common Stock of the Issuer, or 1,605,280 shares of Common Stock. (b) Bluestem Capital Partners III Limited Partnership has the sole power to vote and dispose of all of its shares. (c) On December 15, 2004, 7,200 shares of Common Stock were sold by Reporting Person for $4.8919 per share through a broker assisted sale. On December 16, 2004, 15,448 shares of Common Stock were sold by Reporting Person for $4.8538 per share through a broker assisted sale. On December 28, 2004, 16,700 shares of Common Stock were sold by Reporting Person for $4.906 per share through a broker assisted sale. On December 29, 2004, 61,200 shares of Common Stock were sold by Reporting Person for $4.901 per share through a broker assisted sale. On December 30, 2004, 9,800 shares of Common Stock were sold by Reporting Person for $4.8623 per share through a broker assisted sale. On December 31, 2004, 10,100 shares of Common Stock were sold by Reporting Person for $4.90 per share through a broker assisted sale. On January 3, 2005, 7,710 shares of Common Stock were sold by Reporting Person for $4.90 per share through a broker assisted sale. On January 4, 2005, 6,690 shares of Common Stock were sold by Reporting Person for $4.8711 per share through a broker assisted sale. On January 5, 2005, 3,700 shares of Common Stock were sold by Reporting Person for $4.8630 per share through a broker assisted sale and on January 7, 2005, 36,900 shares of Common Stock were sold by Reporting Person for $4.8014 per shares through a broker assisted sale. (d) Not applicable. (e) The Reporting Person knows of no person who has the right to receive or the power to direct the receipt of dividends form or the proceeds from the sale of the shares reported herein. (f) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer


Item 7.	Material to Be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bluestem Capital Partners III Limited Partnership
By: Bluestem Capital Company III, L.L.C.
		Its General Partner


	/s/ Sandy Horst
By: Sandy Horst
Its: Authorized Officer

Dated:	January 7, 2005

Under the Securities Exchange Act of 1934 (Amendment No. 5)*

SIGNATURE

Under the Securities Exchange Act of 1934
(Amendment No. 5)*