September 15, 2004

Mail Stop 0409

J. Michael Schroeder
Chief Counsel and Corporate Secretary
Great Wolf Resorts, Inc.
122 West Washington Avenue
Madison, Wisconsin 53703

Re:	Great Wolf Resorts, Inc.
	Registration Statement on Form S-1
      Registration No. 333-118148
      Filed August 12, 2004

Dear Mr. Schroeder:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

      For purposes of this comment letter, we refer to the
pagination, paragraphs, sentence and line numbers as displayed by
the
courtesy copy version of your Form S-1 filed on August 12, 2004.

General

1. We note that the registrant, Great Wolf Resorts, Inc., filed a
private placement notice on August 19, 2004 whereby you sold
common
stock with a value of $224,562,048 to 468 accredited investors.
Please provide a detailed analysis of why this sale should not be
integrated with the current public offering.  Also, please tell us
the exemption from registration that you relied upon and the
factual
basis for the exemption.

2. We note that the merger of resort LLCs into Great Wolf, Inc.
could
constitute a roll-up transaction, as defined in Item 901(c) of
Regulation S-K.  Please substantially revise your document to
include
all of the required roll-up disclosure, or tell us why you believe
the transaction is not a roll-up.

3. We note the inclusion of red herring language in the cover
page.
Supplementally, advise the staff whether you have circulated the
prospectus.

4. Supplementally, please confirm whether the courtesy copy of
this
registration statement provided to us includes all diagrams,
pictures
and graphic information to be used in the prospectus.

5. Please supplementally provide us with a copy of the research
you
cite in the prospectus from Third Wave Research, Travel Industry
Association of America, USRC and any other third parties.  Also,
supplementally tell us whether all or any of the reports were
prepared for you or published generally.  Are the reports publicly
available, and if so, how?  If not, please file experts` consents
as
exhibits to the registration statement, as required by Rule 436.

6. We note that the age of your combined financial statements of
Great Lakes Predecessor and your combined financial statements of
Great Bear Lodge of Wisconsin Dells LLC and Great Bear Lodge of
Sandusky LLC, included in the filing, will be more than 129 days
from
the effective date of the Registration Statement. As such, please
update your financial statements in your next amendment of the
Registration Statement.  Refer to Rule 3-12 (a) of Regulation S-X.

7. We note your risk factor on page 24 stating that the prior and
current marketing and sale of condominiums may be considered
offers
and sales of securities under federal law.  It appears that the
Great
Lakes predecessor owners offered and continue to offer
condominiums
to private investors at the Wisconsin Dells and Sheboygan resort
locations.  Please provide us with a detailed analysis explaining
why
your offer and sale of condominiums should not be viewed as
investment contracts under the Howey test. For example, we note
the
advertisements located on your web site www.greatwolfresorts.com
represent the condo ownership as hassle-free.  For guidance, refer
to
Securities Act Release No. 33-5347 (January 4, 1973).

Summary

8. The Summary section as written is lengthy and does not provide
investors with a clear, concise and coherent "snapshot"
description
of the most significant aspects of the offering.  We note that
much
of the summary is repeated in the body of the prospectus.
Specifically, we note your lengthy discussion under Competitive
Strengths, Business and Growth Strategies, and Properties.  This
detailed information is better suited for disclosure in the body
of
the prospectus.  Please revise to limit your summary to the most
significant aspects of your company and your offering.  Refer to
Rule
421(b) of Regulation C, the Instruction to Item 503(a) of
Regulation
S-K, and Section IV.C. of Release No. 33-7497.

Our Business, page 1

9. Please provide supplemental support for your statement that
Great
Wolf is the "largest owner operator and developer in the Unites
States of drive-to family resorts featuring indoor waterparks and
other family oriented activities."  Also, please state the measure
by
which you are the "largest," such as number of resorts, number of
rooms, occupancy capacity or another measure.

10. In the second paragraph following the bullet points on page 2
you
refer to your predecessor companies.  On a supplemental basis,
please
provide a pre-merger resort-by-resort breakdown of voting and
economic ownership of each open and under construction resort.
Separately identify each resort owner and sponsor entity and the
percentage ownership interest held by each entity.  Clarify
whether
the manager indirectly owns 100% of the resort properties.  We may
have further comment after we receive this information.

11. We note your reference in the penultimate paragraph of page 2
and
throughout the prospectus conveying that "[y]our management team
possesses substantial experience in all aspects of family
entertainment resort and indoor waterpark development, management,
marketing and financing."  Please balance any information
regarding
the experience of management with disclosure describing the
experience they are lacking.  For example, it appears that the
managers have no experience in operating a public company.

12. In connection with the penultimate paragraph on page 2, you
state
that your "current infrastructure provides the capability to
continue
to increase the number of resorts that we develop and operate
without
proportionate increases in overhead costs."  Please explain why
you
believe the "current infrastructure" of the registrant will enable
you to increase resorts without proportionate increases in
overhead
costs.

13. Please revise the last paragraph on page 2 to include the
website
of The Great Lakes Companies, Inc.

Properties, page 6

14. Please revise the table included on this page, and similar
tables
included elsewhere throughout the Registration Statement, to more
clearly indicate that the Niagara Falls, ON, Canada resort will
not
be owned by Great Wolf upon completion of the formation
transaction.

15. Please revise footnote (6) here and page 42 to explain how you
intend to convert the leasehold interest into a fee simple
interest.
Have you entered into an agreement or informal arrangement with
the
local governmental authority?

16. Revise footnote (9) to convey the 10-year duration of the
Great
Wolf license to Ripley`s.

Structure and Formation of Our Company, pages 7 and 29

17. We note that you intend to issue unregistered shares in your
formation transactions.  Supplementally, please tell us the
exemption
from registration that you are relying on for these transactions
and
discuss the factual basis for the exemption.

18. We note that the management company intends to spin-off
certain
assets prior to the formation transactions.  Supplementally,
please
describe the mechanics of the spin-off.  Please address whether
the
spin-off involves the sale of securities and, if so, whether the
management company will register the sale under the Securities
Act.

19. Please provide a detailed analysis as to why the unregistered
issuance of 13,901,741 shares of common stock to these owners
should
not be integrated with the public offering of common stock.
Currently, it appears that the pre-formation transactions and
$97.6
million needed to consummate the acquisition of LLCs are
contingent
on the present public offering of common shares.

20. For ease of investor understanding purposes, please relocate
your
organization chart from page 32 to the summary.  Further, revise
the
organization chart to reflect 100% of the ownership following the
pre-formation transactions.  Currently, you represent that public
shareholders will only own 49% of the registrant.  Also, please
include a chart that shows the ownership of your properties prior
to
the formation transaction.

21. Revise the fourth bullet point of the formation transaction
disclosure to briefly describe the certain unrelated assets held
by
the management company, such as the multi-family housing and
hotels.

22. Please disclose that you did not obtain third party appraisals
of
your initial resort acquisitions from affiliates and thus the
consideration to be paid may exceed their fair market value.
Briefly
summarize how you valued the resort assets for purposes of
determining the amount of consideration to be issued in the
formation
transactions.

23. Please revise the summary to state the aggregate amount of
cash
and number of shares that you expect to pay in the formation
transactions.  We note the disclosure on page 30.

24. Disclose the name of the bank here and in the liquidity
section
providing the $75.0 million credit facility and the names of the
existing shareholders of Great Lakes that will enter into
representation and warranties agreements concerning the formation
transactions.

Benefits to Related Parties, page 9

25. Supplementally, please identify the shareholders of the
management company.  Tell us the total number of shareholders and
name any shareholders of the management company that are
affiliated
with Great Wolf.

26. In connection with the personal guarantees by the Great Lakes
Cos., Inc. shareholders covering $169.8 million of indebtedness,
please clarify whether this amount is being refinanced or repaid
by
the registrant.

27. Revise your disclosure to discuss the business purpose of the
$2.3 million bonus cash payment.

Summary Financial and Other Data, page 11

28. The usefulness of EBITDA adjusted for various items to derive
Adjusted EBITDA is not evident.  Please expand your disclosure to
demonstrate the usefulness of adjusting EBITDA for minority
interests
and gain (losses) on sale of real estate.  Refer to Questions 8, 9
and 10 of Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures.

Risk Factors
Risks Related to Our Business

We are subject to resort industry risks that could adversely
affect
our business, financial condition, and results of operations, page
17

29. Most of the bullet point risks under this subheading are
described in more detail in separate risk factors, while others
appear to be generic to your industry.  Please revise to omit this
risk factor or expand it to provide a more specific discussion of
risks.

We may not be able to manage our expected growth, which could
adversely affect our operating results, page 17

30. As you will manage the Niagara Falls, Ontario resort owned by
Ripley`s and this management would appear to add to the risk of
straining your management, please include a reference to this non-
owned resort.

If members of our senior management or our key personnel left us .
.
., page 18

31. Revise the text of this risk factor to name those members of
senior management and key operational personnel whose loss of
service
to the registrant could have a material adverse effect.  Further,
please revise the risk factor section to disclose that the Great
Lakes predecessor properties, which do not hold the Sandusky and
Wisconsin Dells properties, have a history of net losses for the
past
three years.

Future terrorist attacks in the United States could harm . . .,
page
21

32. Please revise to more specifically describe why future
terrorist
attacks would have more of an adverse impact on your business as
compared to any retail establishment.

Certain of our existing stockholders will exercise considerable
influence over the company . . ., page 24

33. Please revise to name those founding stockholders who will
beneficially own 28% of the registrant.

There were no arm`s-length negotiations with respect to the terms
of
the formation transactions, page 25

34. Please revise this risk factor to more specifically describe
the
risks to investors resulting from the lack of arm`s-length
negotiations.

The sale of substantial number of shares of our common stock after
this offering may cause the market price . . . page 26

35. Revise to quantify the number of shares of common stock that
are
subject to registration rights or are otherwise available for sale
following the close of this offering.

Forward-Looking Statements, page 28

36. Please revise to delete the bullet points listed on page 28.
It
appears that this section repeats disclosure previously provided
in
the risk factor section.  If the bullet pointed risk factors are
not
disclosed in the risk factor section, please include such risk in
the
risk factor section.

Structure and Formation of Our Company
Formation Transactions, page 29

37. We note that GWR Operating Partnership, L.L.L.P. will serve as
the sole member of each of the "surviving resort-owning entities."
Briefly describe how Great Wolf will contribute its ownership
interest in the surviving resort-owning entities to the newly
formed
OP.  Also, please revise to discuss why you are forming a separate
entity to serve as the general partner of the OP, rather than
having
Great Wolf as the general partner.

38. Please explain what you mean by stating that you formed the OP
to
provide flexibility for future transactions.   Expand to describe
how
you define this flexibility.

Allocation of Consideration in the Formation Transactions, page 32

39. Please name the independent financial advisory firm described
and
supplementally please provide us with a copy of its fairness
opinion.
Further, please disclose the amount of cash and stock that you
will
pay for each property in the formation transactions and describe
the
method used in allocating cash and stock among the resort-owning
entities and the management company.

Use of Proceeds, page 33

40. In connection with your disclosure in the third bullet point,
please revise to breakout each item of indebtedness you will repay
with offering proceeds.

41. Please tell us when the registrant incurred the $77.2 million
in
indebtedness for which you intend to use a portion of the proceeds
from this offering.  Please provide the material terms, use of
these
loan amounts and counterparties to these loans.  For example, is
the
indebtedness owed to Sandusky LLC or another party.

42. We note that you will use an unquantified amount of the net
proceeds for development of future resorts and general corporate
purposes.  It appears that you would have $17.6 million available
for
these purposes without the over-allotment and  $46.9 million
should
the underwriters exercise the over-allotment option.  Please note
Item 504 requires disclosure of the "approximate amount" intended
to
be used for each purpose.

Dividend Policy, page 33

43. We note your statement that you have never declared or paid
any
cash dividends; however, on page 59, it appears that the Great
Lakes
predecessor made distributions to minority investors.
Supplementally, please tell us whether any of the resort entity or
sponsor LLCs previously made distributions to its non-managing or
managing members.

Capitalization, page 34

44. Please provide historical capitalization information of the
predecessor alongside the pro forma information that has already
been
provided.

Dilution, page 35

45. Please revise to disclose the consideration for your
acquisition
of the family entertainment resort business of Great Lakes before
the
offering.  Also clarify what constituted the business acquired and
percentage interest acquired before the offering.  Please
distinguish
between interests acquired before the offering from interests
acquired with proceeds from the offering.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 41

Revenue and Key Performance Indicators, page 42

46. Please expand your definition of "yield management
techniques."

Great Lakes Predecessor Historical Results of Operations
Three Months Ended March 31, 2004 Compared with Three Months Ended
March 31, 2003, page 49

47. Similar to the Dells/Sandusky MD&A information, please provide
full disclosure regarding occupancy and the other key indicators
disclosed on page 52.

48. Supplementally, please tell us where you have included
disclosure
regarding the non-resort asset performance, such as multi-family
and
hotel assets.  Further, provide management`s insight into why it
desires to divest itself of those assets.

Net income (loss), page 50

49. Supplementally, please provide us background information about
the prior issuance of the mandatory redeemable ownership.

Operating Expenses, page 50

50. Please revise your discussion of operating expenses to provide
more detail as to the specific allocation or cause of the increase
rather than "due to the effect of the Traverse City and Kansas
City
resorts opening in 2003."  Describe the types of operating
expenses
such as staff, energy costs and any other expenses incurred in the
process of opening these resorts that would convey greater clarity
as
to the principal operating expenses incurred when opening these
specific resorts.

Dells/Sandusky Historical Results of Operations
Three Months Ended March 31, 2004 Compared with Three Months Ended
March 31, 2003
Operating Expenses, page 52

51. Explain the nature of the certain "loan fees" that became
fully
amortized and whether these fees represented interest payments for
permanent mortgage financing on the two properties or some other
type
of loan fees.

Operating Income, page 53

52. In addition the actual dollar amount change increase or
decrease,
please include the similar percentage increase/decrease as
provided
for expenses.

53. Please revise to state the principal reasons for the
substantial
increase in operating and net income.  Similarly, provide this
disclosure for operating and net income disclosures located on
pages
54-55.

Liquidity and Capital Resources, page 57

54. Please revise to include all material terms of the credit
facilities including any prohibitions on dividends or other such
limitations and the specific type of financial tests and ratios
governing these facilities.

Contractual Obligations, page 57

55. Please revise to expand footnote disclosure below the first
table
to name the shareholder who will redeem his or her Class A and
Class
B shares and describe the triggering events.

56. Refer to the pro forma presentation.  Supplementally, please
explain why for purposes of this table you assumed that the
present
offering and formation transactions occurred on January 1, 2003.

Off-Balance Sheet Arrangements, page 60

57. Please revise to clarify whether Great Wolf will assume the
obligations of Great Lakes under the guarantees.

Quantitative and Qualitative Disclosures About Market Risk, page
61

58. In addition to credit rating, please list the other factors
you
will use to determine from whom you will purchase derivatives.

Business, page 62

59. Please revise to include the material terms of the Niagara
Falls,
Ontario management and license agreement and whether you intend to
provide these services in the future for third parties.

Competition, pages 67-68

60. Please revise to consolidate your two competition sections
located on pages 67 and 78.

61. Please disclose any other types of resorts, other than those
with
indoor waterparks, that may directly compete for your targeted
customers such as hotels near outdoor waterparks or theme parks.
Further, discuss whether any of the other nine indoor waterpark
resorts currently under construction or in active development in
the
U.S. and Canada are located near your current target markets,
specifying that market other than the Sandusky market.

62. In addition to the positive competitive factors you list, such
as
your experienced management assisting in your expansion efforts
into
new markets, please disclose any material negative factors
pertaining
to your competitive position.

Development Criteria, page 76

63. Revise to include a separate caption explaining all material
terms of the Tall Pines Development Corporation agreement.

Management
Directors and Executive Officers, page 82-84

64. We note your disclosure regarding the business experience of
your
officers and directors.  Please provide disclosure of the business
experience of each officer and director for the last five years.
For
example, provide disclosure regarding Mr. Churchey`s employment
after
July 2003, and the period of Ms. Nolan`s employment with Economics
Research Associates.  See Item 401(a)(4) of Regulation S-K.

65. Within your management`s biographical listings, please clarify
which former or current employers are public companies.  It
appears
that some companies are public and some are private, but it is
unclear.

Certain Relationships and Related Transactions, page 91

66. Please revise to identify the directors and officers of Great
Lakes that have guaranteed loans.  Also, disclose the amount of
each
guarantee and describe how these individuals will be "relieved"
from
approximately $169.8 million of guarantees in connection with your
IPO.

67. Revise to include all material terms of the transition
services
agreement.  For example, you include the applicable rate, summary
of
the payment terms, early termination provision, etc.

68. Please discuss the agreements relating to the formation
transactions in more detail.  Identify each related party by name
and
disclose the type and amount of interest for each related party
under
these agreements.  Specifically describe the obligations under
these
agreements that may be satisfied by delivery of your shares.

69. Supplementally, please tell us when you plan to enter into
these
related party agreements and merger agreements.  Do you intend to
close all related party agreements after effectiveness?

Description of Securities, page 95

70. Please revise the introductory paragraph of this section to
delete your qualification in its  entirety by reference to the
certificate of incorporation and bylaws filed as exhibits to the
prospectus.  Qualification to documents outside of the prospectus
is
inappropriate.

Underwriting, page 101

71. Refer to the second paragraph under this heading.  Please
revise
to detail all "other conditions" that could release the
underwriters
from their obligations to purchase the shares in the offering.

72. In connection with the directed share program, please
supplementally describe the mechanics of how and when these shares
are offered and sold to investors in the directed share program.
For
example, tell us how the prospective recipients and number or
percentage of reserved shares are determined.  Tell us how and
when
you and the underwriters have notified or will notify the directed
share investors, including the types of communications used or to
be
used.  Discuss the procedures these investors must follow in order
to
purchase the offered securities.  Are directed share purchasers
required to establish accounts before the effective time, and, if
so,
what if any funds are put in newly established brokerage accounts
before the effective date?  In addition, if any of the recipients
of
the shares or their associates, employees or affiliates are
broker-
dealers registered with the NASD, please tell us how you will
comply
with the NASD`s rules relating to "hot" IPOs, if applicable.
Please
also supplementally provide us with copies of all materials that
you
or the underwriters will distribute in connection with the
directed
share program.

73. In connection with your directed share program, supplementally
identify the persons "who are otherwise associated with us" that
may
participate in the directed share program.

74. Refer to the next-to-last paragraph on page 104.  Please
identify
the underwriters that have performed investment and commercial
banking services and advisory services for you in the past.

75. We note from page 104 that one or more of your underwriters
may
make an electronic version of your prospectus available on their
website.  Please identify the underwriters and securities dealers
who
will be engaged in the electronic distribution of prospectuses and
describe their procedures to us supplementally.  Alternatively,
please confirm that the staff has previously approved of those
procedures and that the procedures have not changed since the
staff
approved them.  If you become aware of any additional members of
the
underwriting syndicate that may engage in electronic offers, sales
or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
description of their procedures.

76. Supplementally, please tell us whether you or the underwriters
have any arrangements with a third party to host or access your
preliminary prospectus on the Internet.  If so, identify the party
and the website, describe the material terms of your agreement,
and
provide us with a copy of any written agreement.  Prior to
effectiveness, provide us with copies of all offering information
concerning your company or prospectus that will appear on an such
third party`s web site.  Again, if you subsequently enter into any
such arrangements, promptly supplement your response.

Financial Statements

Great Wolf Resorts, Inc-Unaudited Pro Forma Condensed Consolidated
Financial Statements

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet,
page F-4

77. With regard to note (C) to the pro forma balance sheet, please
provide further detail of the non-resort hotel and multifamily
housing assets being sold and disclose the timing of these
dispositions (e.g. whether they are occurring before, during or
subsequent to the offering and purchase transactions).

78. With regard to note (E) to the pro forma balance sheet, please
include a tabular schedule that includes the following:
* a calculation of the total purchase price, including the value
assigned to non-cash consideration, and the resulting goodwill
balance,
* the cost basis and fair value of each individual property (and
related equipment) being acquired with the resulting step-up
amount
to fair value, and
* more detailed calculations related to the determination of the
deferred tax liability and the elimination of the mandatory
redeemable equity interest.

79. It appears Great Lake Companies is identified as the
accounting
acquirer in Note (E).  Please clarify Great Lake Companies`
relationship with Great Wolf Resorts.  Describe the accounting for
the net assets acquired by Great Lake Companies and contributed to
Great Wolf Resorts.

Unaudited Pro Forma Condensed Consolidated Statements of
Operations:
Year Ended December 31, 2003,  page F-8

80. We note that you will be paying approximately $2 million under
employment agreements with executive officers, upon consummation
of
the offering transaction. Please revise the December 31, 2003 and
interim pro forma statements of operations assuming that the
offering
transaction has taken place as of January 1, 2003 to reflect this
expense.  It does not appear adjustment (F) fully reflects the
expense to be incurred under the agreements.  Further, please
expand
your disclosure to note that the non-recurring bonus payments of
$2,275 are not included.

81. Please expand the explanation to Note (G) to show how you
determined the change in depreciation.

Notes to the Consolidated Financial Statements-Great Wolf
Predecessor
General

82. Please provide Schedule III disclosures in accordance with
Rule
12-28 of Regulation S-X.

Note 4-Long Term Debt, page F-24

83. With respect to your covenant violation at December 31, 2003,
please disclose the waiver period and whether it is probable that
the
covenant requirement will not be met at the next compliance date.
See EITF 86-30. In addition, provide similar disclosure with the
Liquidity and Capital Resources section of the MD&A.

Note 7-Commitments and Contingencies, page F-26

84. Please advise us of the pertinent factors considered in
determining your accounting with regard to the 99-year ground
lease
on the Sheboygan property and the 10-year ground lease on the
Kansas
City, Kansas property.  In addition, please confirm that, if
operating leases, the ground lease payments associated with your
Kansas City, Kansas and Sheboygan, Wisconsin properties are being
straight-lined over the life of the respective leases.  Refer to
SFAS
No. 13.

85. Please disclose whether or not a commitment has been obtained
to
convert your leasehold interest into a fee simple interest or the
status of the negotiations, if any.  Also please disclose when the
term of the ground lease is scheduled to end.

Note 10-Properties Held For Sale, page F-29

86. We note that during 2003 you sold 2 hotel properties for a
resulting gain of approximately $10,967 and wrote-off
approximately
$9,822 of the minority interest in those assets, which was
included
in discontinued operations. However, we also noted that as of
December 31, 2002 you only presented approximately $2,190 of total
minority interest. Please provide us with a roll forward of your
minority interest balance for all periods presented and describe
in
detail any significant reconciling items.

Notes to Consolidated Financial Statements-Great Bear Lodge of
Wisconsin Dells, Wisconsin LLC and Great Bear Lodge of Sandusky
LLC
Note 1-Summary of Significant Accounting Policies

87. Please disclose your historical policy with respect to the
capitalization of interest as we noted that the Company
constructed
the Great Bear Lodge, Sandusky, Ohio and had a construction in
process balance through December 31, 2002.  In addition, please
disclose the amounts of interest capitalized during all periods
presented.  Refer to SFAS No. 34.


Part II

Item 13. Other Expenses of Issuance and Registration, page II-1

88. Please revise to complete the table with estimated amounts for
each expense.

Item 15. Recent Sales of Unregistered Securities, page II-2

89. For each private transaction, include the date of the
transaction, name of the private purchaser or class, the amount
and
type of consideration received for your shares, and the facts
underlying the exemption from registration that you are relying
upon.
Further, when specifying Regulation D, refer to a specific rule.
Also, as each holder of Sandusky Investor LLC will receive shares
clarify the number of purchasers.  See Item 701 of Regulation S-K.

Item 16. Exhibits and Financial Statements, pages II-3-II-4

90. Please file all remaining exhibits.  Please note we will need
adequate time to review the exhibits once filed and may have
further
comment.  If you are not yet prepared to file your opinion of
counsel, consider submitting a draft opinion for our preliminary
review.


      *   *   *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jay Spinella at (202) 942-7323 or Donna Di
Silvio at (202) 942-1852 if you have questions regarding comments
on
the financial statements and related matters.  Please contact Neil
Miller at (202) 942-1851 or me at (202) 942-1960 with any other
questions.



Sincerely,



Karen J. Garnett
Assistant Director



cc: 	Alan J. Prince, Esq. (via facsimile)
  	King & Spalding LLP

??

??

??

??

Great Wolf Resorts, Inc.
September 15, 2004
Page 1