December 1, 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.
	Amendment No. 3 to Form S-1
      Registration No. 333-118148
      Filed November 26, 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
marked courtesy copy version of your Form S-1 filed on November
26,
2004.

Summary
Properties, page 4

1. We note your restatement disclosure on pages F-31 and F-32
regarding your inadvertent failure to include Historic Hollywood
Hillview, LLC.  Further, it does not appear that this property
will
be spun-off along with your predecessor`s non-resort assets.
Therefore, please revise to disclose the nature of this $7.4
million
asset as a property in your portfolio and throughout as necessary
to
clarify the nature of this asset.

Benefits to Related Parties, pages 30-31

2. Please disclose the interest rates, maturity dates, and payment
dates of the loans to the Great Lakes founders described on page
31.

3. Please revise your discussion of the loans to the Great Lakes
founders to provide greater detail about the "personal matters"
and
nature of the specific refinancing of debt and funding of
investments
for which they will use the loan proceeds.

Underwriting, page 106

4. Please note our review of your response to prior comment 8
concerning the i-Deal online offering procedures is ongoing.



      *   *   *


      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.

      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

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Great Wolf Resorts, Inc.
December 1, 2004
Page 1