SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      November 10, 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. 2 to Form S-1
      Registration No. 333-118148
      Filed October 21, 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 October 21,
2004.

General

1. We note your response to prior comments 2 and 3.  Please be
advised that we will need to reconsider the integration analysis
if
the attorneys-in-fact renegotiate any terms of the formation
transactions.  Please confirm that you will inform us of any
additional negotiations.

2. In connection with prior comment 4 from our last letter, you
state
that the Subscription Agreement attached as Exhibit A provides a
fixed basis for determining the actual number of shares subject to
a
reduction based on rent. Unlike the draft subscription agreement
faxed to the staff on October 18, 2004 specifying an exchange of
TIC
interests for 9,440 common shares, the new Subscription Agreement
refers only to the number of shares equal to the difference
between
the product of seven and the Shares Per Class B Unit and a rent
adjustment.  Similar to the draft subscription agreement,
paragraph
two refers to consideration specified herein and in the Land
Lease.
Supplementally, please describe what you mean by the consideration
specified herein and in the Land Lease.  For example, is this
referring to the product of seven and the rent adjustment?  Also,
please tell us why the put option formula is different in the two
agreements.  We note that the multiplier is seven in the Ragatz
Trust
agreement and 7.5 in the Neviaser agreement.

3. We note and appreciate your responses to comments 6 and 7.
Please
revise your risk factor disclosure to include a risk factor
describing your potential violation of Section 5 regarding the
offer
and sale of condominiums by Blue Harbor Resort Condominium LLC.
Currently, your risk factor on page 23 makes no specific reference
as
you state in your response that the Blue Harbor Resort Condo LLC
offers and sales may be considered unregistered and non-exempt
offers
and sales of securities.

Cover Page

4. Revise to delete the term "Sole Book-Runner" from your cover
page.
This term is not required by Item 501 of Regulation S-K and is not
key to an investment decision.  We will not object if you include
the
term on the back cover of your prospectus and in the Plan of
Distribution section.  Please confirm supplementally that you will
not include the term "Sole Book-Runner" or any similar term in the
prospectus that you circulate to investors.

Summary

5. We note your response and reissue prior comment 8.  Please
further
revise the summary to balance your discussion of Competitive
Strengths and Business and Growth Strategies with a summary of
your
competitive weaknesses or the most material risks associated with
your company.

Certain Relationships and Related Transactions, pages 94-95

6. We note your disclosure of related party transactions in Notes
5
and 6 to your financial statements not currently disclosed here.
Please revise to disclose these related transactions or
alternatively, please tell us why you do not believe you are
required
to do so.  Refer to Item 404 of Regulation S-K.

Underwriting, page 105

7. In response to prior comment 16, we note the fifth bullet point
of
your response refers to "customary market outs."  Supplementally,
please provide a draft copy of the underwriting agreement for us
to
review.  We may have further comments on this condition.

8. We note your supplemental response dated October 21, 2004
updating
your response to prior comment 75 from our letter dated September
15,
2004.  Supplementally, please confirm that those underwriters
utilizing the i-Deal service have cleared these online offering
procedures with the staff.  If not, please provide a more detailed
description of these online offering procedures, including screen
shots and drafts of any communications those underwriters propose
to
use in the electronic distribution.

Great Wolf Resorts, Inc-Unaudited Pro Forma Condensed Consolidated
Financial Statements
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements, page F-5

9. We note your response to comment 19.  Your disclosure on page 2
of
the registration statement indicates you are purchasing the
resorts
for 14,035,334 shares (at $16 per share) as well as $97.6 million
in
cash. Please explain to us how this reconciles to the $257,337
purchase price disclosed in Note F and revise your disclosure
accordingly.  Please provide the form and amount of consideration
for
each entity including the number of shares.

Notes to the Consolidated Financial Statements-Great Wolf
Predecessor
Commitments and Contingencies, page F-28

10. We note your response to comment 20. However, we reiterate our
request that you disclose whether you have a legal right to offset
that is "enforceable by law". Refer to paragraph 5 of FIN 39.  In
addition, you state that you "purchased" the IRB`s in connection
with
the transaction. Please clarify for us whether you purchased the
bonds with cash or through the transfer of title of the Kansas
City
resort and revise your disclosure accordingly.

      *   *   *

      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)
	Todd W. Latz, Esq.
  	King & Spalding LLP

??

??

??

??

Great Wolf Resorts, Inc.
November 10, 2004
Page 1

</TEXT>
</DOCUMENT>