December 3, 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
      i-Deal Offering Procedures and Materials

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
your response and supplemental materials submitted concerning the
i-
Deal electronic offering procedures.

i-Deal Online Offering Procedures and Materials

1. Supplementally, please tell us what precise documents will be
delivered through the i-Deal electronic delivery system.  It
appears
that the prospectus and amendments will be "delivered" by being
made
available through a website that i-Deal maintains.  If the final
prospectus is made available through the system, please tell us
how
i-Deal will provide confirmation (via paper or electronically) and
how they will assure themselves that the final prospectus precedes
or
accompanies the confirmation.  Also, please describe in more
detail
how i-Deal will effect "delivery."
2. We note that the i-Deal materials provide that investors who
consent to electronic delivery will be notified "by email (or
other
available means) of the posting of any amendment to the prospectus
for the offering."  Please revise the procedures and i-Deal
materials
to obtain a specific consent from each investor for the manner by
which the investor will receive communications.  If i-Deal wishes
to
communicate by means other than email, investors must make a clear
choice about the means by which they will receive communications.

3. It appears that i-Deal intends to notify investors of
amendments
by emailing a notice that the amendments are available on their
website.  Currently, the only website page submitted to the staff
appears to include only a hyperlink to the prospectus and
technical
information on accessing the document.  Supplementally, please
tell
us whether this webpage will be used for updates or whether i-Deal
will maintain a separate website with information about the
offering.
If i-Deal plans to use any other web screens, please submit those
screen shots to the staff for review.

i-Deal Email submission

4. The i-Deal email appears to be a Rule 134(b) communication.
Since
Rule 134(b) requires that the communication state where a
prospectus
can be obtained, please revise to clearly describe how investors
may
obtain a prospectus.  Currently, there is no information about how
to
obtain a prospectus other than clicking through the consent to
electronic delivery.  In the event investors do not consent to
electronic delivery, they will need a means to obtain a copy of
the
prospectus.

5. In the sixth paragraph of the email (beginning "the
distribution
of materials relating to the offering"), it appears that i-Deal
may
be attempting to shift the burden to investors to ensure
compliance
with local law.  Supplementally, please tell us the purpose of
this
paragraph and why i-Deal believes this potential disclaimer is
appropriate disclosure.


      *   *   *


      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 2, 2004
Page 3