UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

     Filed by the Registrant x

     Filed by a Party other than the Registrant o

     Check the appropriate box:

o    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x    Definitive Proxy Statement

o    Definitive Additional Materials

o    Soliciting Material under Rule 14a-12

GREAT WOLF RESORTS, INC.

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(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

	x No fee required.
	o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

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Aggregate number of securities to which transaction applies:

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(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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(4)

Proposed maximum aggregate value of transaction:

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(5)

Total fee paid:

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(1)

Amount Previously Paid:

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(2)

Form, Schedule or Registration Statement No.:

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Filing Party:

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(4)

Date Filed:

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 19, 2005

       We cordially invite you to attend our annual meeting of shareholders to be held at the Blue Harbor Resort & Conference Center, 725 Blue Harbor Drive, Sheboygan, Wisconsin on Thursday, May 19, 2005 at 10:00 a.m., Central Time. At this meeting, you and our other shareholders will be able to vote on the following:

      As part of this Notice of Annual Meeting, we attach a proxy statement containing further information about our annual meeting and the proposal described above.

      You may either vote in person or by proxy. Please see the attached proxy statement for more details on how you can vote. Even if you plan to attend our annual meeting, we urge you to complete and return promptly the enclosed proxy card in the enclosed self-addressed envelope for your shares to be represented and voted at our annual meeting in accordance with your instructions. Of course, if you attend our annual meeting, you may withdraw your proxy and vote your shares in person.

      Only shareholders of record at the close of business on Wednesday, March 30, 2005 will be entitled to vote at our annual meeting or any adjournment of our annual meeting.

Madison, Wisconsin

April 14, 2005

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 19, 2005

GENERAL INFORMATION

       Our Board of Directors is soliciting your proxy for use at our annual meeting of shareholders to be held at the Blue Harbor Resort & Conference Center, 725 Blue Harbor Drive, Sheboygan, Wisconsin, on Thursday, May 19, 2005 at 10:00 a.m., Central Time and at any adjournments of our annual meeting. You are invited to attend our annual meeting and vote your shares directly. However, even if you do not attend, you may vote by proxy, which allows you to instruct another person to vote your shares on your behalf at our annual meeting. For this purpose, we enclose one blank proxy card for your use.

      The mailing address of our principal executive offices is 122 West Washington Avenue, Madison, Wisconsin 53703.

      This proxy statement and the accompanying proxy card and Notice of Annual Meeting are being mailed to our shareholders on or about April 14, 2005.

Purposes of Our Annual Meeting

      The purposes of our annual meeting are: (1) to elect eight directors to serve on our Board; and (2) to transact any other business that may properly come before our annual meeting and any adjournments of our annual meeting. Our Board knows of no matters, other than the election of directors, to be brought before our annual meeting.

This Proxy Solicitation

      There are two parts to this proxy solicitation: the proxy card and this proxy statement. The proxy card is the means by which you actually authorize another person to vote your shares in accordance with your instructions. This proxy statement provides you information that you may find useful in deciding how to vote.

      Proxies are being solicited by and on behalf of our Board, and the solicitation of proxies is being made primarily by the use of the mails. We will bear the cost of preparing and mailing this proxy statement and the accompanying material and the cost of any supplementary solicitations which may be made by mail, telephone or personally by our officers and employees who will not be additionally compensated for their activities. We have retained Equiserve, Inc. to provide administrative and record-keeping assistance in the solicitation of proxies.

      No person is authorized to give any information or to make any representation not contained in this proxy statement and, if given or made, you should not rely on that information or representation as having been authorized by us. This proxy statement does not constitute the solicitation of a proxy, in any jurisdiction, from anyone to whom it is unlawful to make such proxy solicitation in that jurisdiction. The delivery of this proxy statement shall not, under any circumstances, imply that there has been no change in the information set forth since the date of this proxy statement.

VOTING

Record Date for Our Annual Meeting; Who Can Vote at Our Annual Meeting

      Our Board has fixed the close of business on Wednesday, March 30, 2005 as the record date for determining which of our shareholders are entitled to receive notice of, and to vote at, our annual meeting. You will be entitled to notice of, and to vote at, our annual meeting and any adjournments of our annual meeting, only if you were a shareholder of record at the close of business on the record date. At the close of business on our record date of March 30, 2005, we had issued and outstanding 30,262,308 shares of our common stock, which are entitled to vote at our annual meeting. See “Required Votes.”

How to Vote Your Shares and How to Revoke Your Proxy

      How to Vote. You may vote your shares at our annual meeting in person, or if you cannot attend our annual meeting in person or you wish to have your shares voted by proxy even if you do attend our annual meeting, you may vote by duly authorized proxy. To vote in person, you must attend the annual meeting and obtain and submit a ballot, which will be provided at the meeting. To vote by proxy, you must complete and return the enclosed proxy card.

      By completing and returning the proxy card and by following the specific instructions on the card, you will direct the designated persons (known as “proxies”) to vote your shares at our annual meeting in accordance with your instructions. Our Board has appointed John Emery and J. Michael Schroeder to serve as the proxies for our annual meeting.

      Your proxy card will be valid only if you sign, date and return it before our annual meeting. If you complete all of the proxy card except the voting instructions, then the designated proxies will vote your shares for the election of the eight nominees for directors. If a nominee for election to our Board is unable to serve — which we do not anticipate — or if any other matters are properly raised at the annual meeting, then either Messrs. Emery or Schroeder as the designated proxies will vote your shares in accordance with his best judgment.

      In voting by proxy card as to the election of directors, you may either (1) vote in favor of one or more of the eight nominees or (2) withhold your votes as to one or more of the nominees. Abstentions will be treated as set forth below. You may not vote for persons other than Messrs. Neviaser, Emery, Blutinger, Churchey, Knetter, Silver and Vaccaro and Ms. Nolan in the election of directors.

      Even if you plan to attend our annual meeting, we ask you to vote, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in the name of a broker or other intermediary, you may vote and revoke a previously submitted vote only through, and in accordance with, procedures established by the record holder(s) or their agent(s).

      How to Revoke a Proxy. If you have already returned your proxy to us, you may revoke your proxy at any time before it is exercised at our annual meeting by any of the following actions:

      If you choose either of the first two means to revoke your proxy, you must submit either your notice of revocation or your new proxy card to our mailing address listed on page 1 of this proxy statement.

Required Votes

      Voting Rights. You are entitled to one vote for each share of our common stock that you hold. Cumulative voting of our shares is not allowed.

      Quorum Requirements. Under Delaware law and our bylaws, a majority of votes entitled to be cast at the annual meeting, represented in person at the annual meeting or by proxy, will constitute a quorum for the consideration of the election of the nominees for directors and for each matter to properly come before our annual meeting.

      Vote Required. The eight nominees receiving the highest number of affirmative votes will be elected as directors. This number is called a plurality.

      Abstentions and Broker Non-Votes. No specific provisions of our articles of incorporation or bylaws address the issue of abstentions or broker non-votes. Abstentions will not be counted “for” or “against” proposals, but will be counted for the purpose of determining the existence of a quorum.

      Under applicable Nasdaq National Market, or Nasdaq, rules (the exchange on which our common stock is traded), brokers holding shares for beneficial owners in nominee or “street name” must vote those shares according to the specific instructions they receive from the beneficial owners. However, brokers or nominees holding shares for a beneficial owner may not receive voting instructions from the beneficial owner and under Nasdaq’s rules do not have discretionary voting power on non-routine matters. In these cases, if no specific voting instructions are provided by the beneficial owner, the broker may not vote on non-routine proposals. This results in what is known as a “broker non-vote.”

      “Broker non-votes” will not be counted as votes cast for a proposal, but will be counted only for or against the purpose of determining the existence of a quorum.

      Because the election of directors is a routine matter for which specific instructions from beneficial owners are not required under Nasdaq’s rules, no “broker non-votes” will arise in the context of voting for the nominees for directors.

      If you do not vote your shares, your brokerage firm may either (1) vote your shares on routine matters, including this year’s election of directors, or (2) leave your shares unvoted.

      To be certain that your shares are voted at our annual meeting, we encourage you to provide instructions to your brokerage firm by voting your proxy.

THE ELECTION OF DIRECTORS

Election of Nominees for Directors

      At our annual meeting, our shareholders will vote on the election of eight directors.

      Our Nominating and Corporate Governance Committee has recommended to our Board as nominees, and our Board has nominated, Bruce D. Neviaser, John Emery, Elan Blutinger, Randy Churchey, Michael M. Knetter, Alissa N. Nolan, Howard Silver and Marc B. Vaccaro for election to our Board. If elected, all of these individuals will serve as directors for a one-year term that will expire at our annual meeting of shareholders in 2006, or until their successors are duly elected and qualified. You will find below a brief biography of each nominee. See also “Ownership of Our Common Stock” on page 11 for information on their holdings of our common stock.

      Craig A. Stark served as our president and a member of our Board from the date of our initial formation in 2004 through March 31, 2005. On March 9, 2005, Mr. Stark notified us of his resignation as our president and member of the Board of Directors of the Company for personal reasons, effective March 31, 2005. Our Nominating and Corporate Governance Committee has recommended not replacing Mr. Stark’s seat on our Board at this time.

      If any nominee becomes unavailable or unwilling to serve as a director for any reason, the persons named as proxies in the proxy card are expected to consult with our management in voting the shares represented by them and will vote in favor of any substitute nominee or nominees approved by our Board. Our Board has no reason to doubt the availability of any of the nominees for director. Each of the nominees has expressed his or her willingness to serve as a director if elected by our shareholders at our annual meeting.

Our Board recommends that you vote FOR the election of each nominee for director.

OUR BOARD OF DIRECTORS

      Each director serves a one-year term and is subject to annual re-election. One of our directors, Craig A. Stark, resigned as an executive officer of our company and our Board effective March 31, 2005. As a result, our Board currently consists of eight directors, five of whom are independent as determined by our Board under the rules promulgated by the SEC and Nasdaq listing standards. At our annual meeting, as discussed above, our shareholders will vote on the eight nominees for director.

CORPORATE GOVERNANCE

Independence of Our Board of Directors

      Rules promulgated by the SEC and the listing standards of Nasdaq require that a majority of our directors be independent directors. Our Board has adopted as categorical standards Nasdaq independence standards to provide a baseline for determining independence. Under these criteria, our Board has determined that the following members of our Board are independent: Elan Blutinger, Randy Churchey, Michael M. Knetter, Alissa N. Nolan and Howard Silver.

Committees and Meetings of Our Board of Directors

      Board Meetings. We operate under the general management of our Board as required by our bylaws and the laws of Delaware, our state of incorporation. We were incorporated on May 10, 2004 in anticipation of the IPO. The IPO closed on December 20, 2004. Prior to the IPO, our Board consisted of Messrs. Neviaser, Emery, Vaccaro and Stark. That initial Board took certain actions related to our organization and the IPO by

consent. Upon the closing of the IPO, Messrs. Blutinger, Churchey, Knetter and Silver and Ms. Nolan became members of our Board. Our Board did not meet during the period from the IPO through December 31, 2004. Also, we do not have an annual meeting attendance policy for directors.

      Executive Sessions of Our Non-Management Directors. Beginning at the February 17, 2005 Board meeting, the non-management directors of our Board began meeting in regularly scheduled executive sessions that exclude members of the management team. At each meeting, the non-management directors determine who presides over the meeting’s agenda and related discussion topics. The non-management directors may also choose to appoint a Chairman to preside over these meetings, and the Chairman may also rotate from time to time. Shareholders and other interested persons may contact our non-management directors in writing by mail c/o Great Wolf Resorts, Inc., 122 West Washington Avenue, Madison, Wisconsin 53703, Attn: Non-Management Directors. All such letters will be forwarded to our non-management directors.

      Audit Committee. Our Board has established an Audit Committee. Commencing with the closing of the IPO, Messrs. Churchey, Knetter and Silver are members of the Audit Committee, with Mr. Churchey serving as its chairman. Our Board has determined that each of the Audit Committee members is independent, as that term is defined under the enhanced independence standards for audit committee members in the Securities Exchange Act of 1934 and rules thereunder, as amended, and under the listing standards of the Nasdaq. Our Board has also determined that Mr. Churchey is an “audit committee financial expert” within the meaning of SEC rules. The Audit Committee operates under a written charter (which is attached as Appendix A) adopted by our Board. Among other duties, this committee:

      The Audit Committee did not meet during our 2004 fiscal year, which consisted of the period from the IPO through December 31, 2004. For more information, please see “Report of the Audit Committee” on page 21.

      Compensation Committee. Our Board has also established a Compensation Committee. Commencing with the closing of the IPO, Messrs. Churchey and Silver and Ms. Nolan are members of this committee, with Mr. Silver serving as its chairman. Our Board has determined that each of the Compensation Committee members is independent, as that term is defined by the Nasdaq. The Compensation Committee operates under a written charter adopted by our Board in December 2004. A copy of this charter is available on our web site at www.greatwolfresorts.com. Among other duties, this committee:

      The Compensation Committee did not meet during our 2004 fiscal year, which consisted of the period from the IPO through December 31, 2004. For more information, please see “Compensation Committee Report on Executive Compensation” beginning on page 18.

      Nominating and Corporate Governance Committee. Our Board has also established a Nominating and Corporate Governance Committee. Commencing with the closing of the IPO, Messrs. Blutinger and Knetter and Ms. Nolan are members of this committee, with Mr. Blutinger serving as its chairman. Our Board has determined that each of the Nominating and Corporate Governance Committee members is independent, as that term is defined by Nasdaq. The Nominating and Corporate Governance Committee operates under a written charter adopted by our Board in December 2004. A copy of this charter is available on our web site at www.greatwolfresorts.com. Among other duties, this committee:

      The Nominating and Corporate Governance Committee did not meet during our 2004 fiscal year, which consisted of the period from the IPO through December 31, 2004.

      Other Committees. From time to time, our Board may form other committees as circumstances warrant. Those committees will have such authority and responsibility as delegated to them by our Board and consistent with Delaware law.

      Availability of Corporate Governance Materials. Shareholders may view our corporate governance materials, including the charters of our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, on our Internet website under “Corporate Governance” at www.greatwolfresorts.com.

Director Nominations

      Corporate Governance and Nomination Committee. The Nominating and Corporate Governance Committee performs the functions of a nominating committee. The Nominating and Corporate Governance Committee’s Charter describes the Committee’s responsibilities, including seeking, screening and recommending director candidates for nomination by our Board.

      Director Candidate Recommendations and Nominations by Shareholders. The Nominating and Corporate Governance Committee’s charter provides that the committee will consider director candidate recommendations by shareholders. Shareholders should submit any such recommendations for the consideration of our Nominating and Corporate Governance Committee through the method described under “Communications With Our Board” below. In addition, any shareholder of record entitled to vote for the election of directors at the applicable meeting of shareholders may nominate persons for election to the Board of Directors if such shareholder complies with the notice procedures summarized in “Shareholders’ Proposals for Our 2006 Annual Meeting” below.

      Process For Identifying and Evaluating Director Candidates. The Nominating and Corporate Governance Committee evaluates all director candidates in accordance with the director qualification standards described in our Corporate Governance Guidelines. The committee evaluates any candidate’s qualifications to serve as a member of the Board based on the skills and characteristics of individual Board members as well as the composition of the Board as a whole. In addition, the Nominating and Corporate Governance Committee will evaluate a candidate’s independence and diversity, age, skills and experience in the context of the Board’s needs.

Communications with Our Board

      Our Board has approved unanimously a process for shareholders to send communications to our Board. Shareholders can send communications to our Board and, if applicable, to the Nominating and Corporate Governance Committee or to specified individual directors in writing c/o Great Wolf Resorts, Inc., 122 West

Washington Avenue, Madison, Wisconsin 53703. All such letters will be forwarded to our Board, the Nominating and Corporate Governance Committee or any such specified individual directors.

Shareholder Proposals for Our 2006 Proxy Materials or Annual Meeting

      To be considered for inclusion in next year’s proxy statement, shareholder proposals must be received at our executive offices no later than the close of business on December 15, 2005. Proposals should be addressed c/o Great Wolf Resorts, Inc. 122 West Washington Avenue, Madison, Wisconsin 53703 Attn: General Counsel. We will determine whether we will oppose inclusion of any proposal in our proxy statement and form of proxy on a case-by-case basis in accordance with our judgment and the regulations governing the solicitation of proxies and other relevant regulations of the SEC. We will not consider proposals received after December 15, 2005 for inclusion in our proxy materials.

      For any proposal that is not intended to be included in our proxy materials, but is instead sought to be presented directly at our 2006 Annual Meeting, our Amended and Restated Bylaws require that such proposal be received at our executive offices located at the address listed above no later than the close of business on January 19, 2006.

      In order for a shareholder to nominate a candidate for Director, timely notice of the nomination must be received by the company in advance of the meeting. Ordinarily, such notice must be received not less than 120 days before the first anniversary of the date of the company’s proxy statement in connection with the last annual meeting (that is, December 15, 2005 for the 2006 annual meeting of shareholders).

Contributions to Charitable Entities

      During 2004, the company did not make any contributions to charitable entities on which one of our directors or executive officers sits as a board member or serves as an executive officer.

Compensation of Directors

      Each of our directors who is not an employee of our company or any of our subsidiaries receives an annual fee of $40,000 for services as a director. Non-employee directors receive $1,000 for each board or committee meeting attended in person and $500 for each meeting of the board or a committee attended telephonically, other than committee meetings that occur on the same day as board meetings. The chair of the audit committee receives an additional annual fee of $10,000, and the chair of each other committee receives an additional annual fee of $5,000. Employees of our company or our subsidiaries do not receive compensation for their services as directors.

      Upon the consummation of the IPO, we made grants of stock options to independent directors under our 2004 Incentive Stock Plan, and intend to make future grants under this plan. On the date of the closing of the initial public offering, each independent director received options to purchase 7,500 shares of our common stock at an exercise price equal to the IPO price of $17.00 per share. The compensation committee, in administering the 2004 Incentive Stock Plan, has provided that: (1) each independent director who is initially elected to our board of directors will receive options to purchase 7,500 shares of our common stock on the date of such initial election and (2) independent directors will receive options to purchase 5,000 shares of our common stock on the date of each annual meeting of stockholders at which the independent director is re-elected to our board of directors. The exercise price will be equal to 100% of the fair market value of our common stock on the date of the grant. The options granted to independent directors will be exercisable in three equal annual installments beginning on the first anniversary of the date of the grant of the option, subject to accelerated vesting as described below.

THE EXECUTIVE OFFICERS

      Mr. Emery is an executive officer and director and his biographical information is set forth under “The Election of Directors.” The names, positions, business experience, terms of office and ages of our other executive officers are as follows:

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Under federal securities laws, our directors, executive officers and any persons beneficially owning more than 10% of a registered class of our equity securities are required to report their ownership and any changes in that ownership to the SEC and to Nasdaq. These persons are also required by SEC rules and regulations to furnish us with copies of these reports. Precise due dates for these reports have been established, and we are required to report in this proxy statement any failure to timely file these reports by those due dates by our directors and executive officers during 2004.

      Based solely upon our review of the reports and amendments to those reports furnished to us or written representations from our directors and executive officers that these reports were not required from those persons, we believe that all of these filing requirements were satisfied by our directors and executive officers during 2004.

OWNERSHIP OF OUR COMMON STOCK

      We summarize below the beneficial ownership of our common stock, as of April 1, 2005 except where noted, by (1) each person or group beneficially owning more than five percent (5%) of our company’s common stock, (2) each of our directors and our director nominee, (3) each of our named executive officers and (4) all of our directors, our director nominee and our named executive officers as a group. A person generally “beneficially owns” shares if he or she, directly or indirectly, has or shares either the right to vote those shares or dispose of them. Unless otherwise indicated in the accompanying footnotes, all of the shares of our common stock listed below are owned directly, and the indicated person has sole voting and investment power.

Equity Compensation Plan Information

      This table provides certain information as of December 31, 2004 with respect to our equity compensation plans:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Formation Transactions

      Since 1999, directors and officers of The Great Lakes Companies, Inc. and its predecessor companies, which we refer to as “Great Lakes,” including Messrs. Lund, Neviaser, Stark and Vaccaro and Ms. Schaefer, personally guaranteed certain loans made in connection with our resorts. Pursuant to such guarantees, such directors and officers, along with Great Lakes, each jointly and severally guaranteed the repayment of the outstanding debt on the loans in their entirety. In connection with our formation transactions, the application of the net proceeds from the IPO to repay a portion of the underlying debt and the refinancing of the remainder of this debt, these individuals were removed as guarantors from approximately $193.8 million of guarantees as of December 20, 2004.

      Pursuant to separate transition services agreements, we provide certain services to each of Great Lakes Hospitality Partners, LLC and Great Lakes Housing Partners, LLC (the entities that succeeded to Great Lakes’ non-resort development and management business), and these entities provide certain services to us. These services will continue for a period not to exceed two years from the date of completion of the formation transactions, which was December 20, 2004. These services include, among others, administrative services, corporate services, accounting services, financing services, legal services, tax services, information technology services, human resources services, payroll services and operational services. These services are provided by the parties to the transition services agreements as and if any such service is reasonably requested to be performed during the two-year period of the agreements. The fees for these services will be determined as each such service is provided from time to time and will generally be equal to the cost of such services had the services been provided by an unaffiliated third party. The agreements also provide for customary expense reimbursement. Further, each party may terminate the agreement if the other party thereto defaults in the performance of its material obligations under, or breaches any of its warranties set forth in, the agreements, subject to a 30-day cure period.

      Messrs. Lund, Neviaser, Stark and Vaccaro and Ms. Schaefer, each of whom was a shareholder of Great Lakes, entered into indemnity agreements with us pursuant to which they made certain representations and warranties to us relating to the formation transactions and the status of the properties operated by the resort-owning entities. Pursuant to these indemnity agreements, these shareholders agreed to indemnify us for a period of one year if those representations and warranties are not accurate. These representations and warranties relate, among other things, to the following matters concerning Great Lakes:

In addition, these shareholders agreed to indemnify us for a period of one year against liabilities or obligations relating to claims asserted under federal or state securities laws arising out of the offer or sale of condominiums on or before the closing of the formation transactions by the management company or any affiliated entity of the management company. With respect to each shareholder, the maximum indemnification obligation under these agreements will not exceed 35% of the value of the number of shares of our common stock received by that shareholder in the formation transactions. The maximum amount of the indemnification obligations under these agreements will equal approximately $45.2 million in the aggregate. These shareholders may fulfill the indemnity obligations under the agreements solely through the delivery of shares of our common stock that they own, valued at the time of delivery, or with an equivalent amount of cash. However, if any of these shareholders chooses to fulfill the indemnity obligation under the agreement through the delivery of shares, the maximum number of shares such shareholder will be obligated to deliver is 35% of the number of shares such shareholder received in the formation transactions. In connection with the closing of our IPO, Messrs. Lund and Neviaser received personal loans from an affiliate of Citigroup Global Markets Inc. These loans are full-recourse and secured by a pledge of all the shares of our common stock received by such individual in the formation transactions. While some of these shares may be released from the pledge over time, they may not be available as an alternative means to satisfy an indemnification obligation under the agreements.

Business Relationships Between Our Company and Our Directors

      Prior to the consummation of the IPO, our predecessor entity regularly used an aircraft owned by LVNCS, LLC, an entity owned by Messrs. Vaccaro, Neviaser and Emery and two of our former employees. During 2004, our predecessor entity paid an aggregate of $235,000 for the lease of the aircraft for company business. These payments represented approximately 78% of the entity’s revenue for 2004. The entity that owns the aircraft also has one employee for whom our predecessor entity provided payroll and benefit services during 2004, the costs of which were reimbursed by the entity. We believe that the costs our predecessor entity incurred for use of this aircraft were substantially less than the costs that it would have incurred for the use of a similar aircraft owned by an independent third party. We intend to continue to use this aircraft in the future.

Transactions with Our Management

      None.

EXECUTIVE COMPENSATION

Summary Compensation Table

      The following table sets forth the annual base salary and other compensation paid in 2004 to our Chief Executive Officer and our four other most highly compensated executive officers, whom we refer to as our named executive officers. All compensation amounts include amounts paid by us or by our predecessor entities prior to the IPO.

Stock Option Grants

      We provide below information regarding stock option granted to the named executive officers. The fiscal year used in the table below is the period from the IPO through December 31, 2004. No options were granted prior to the IPO.

Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values

      We provide below information regarding unexercised options at December 31, 2004. None of the named executive officers exercised any options during 2004. The following table sets forth information concerning the year-end number and value of unexercised options with respect to each of these persons as of December 31, 2004.

Employment Agreements

      We entered into employment agreements, effective upon consummation of the IPO, with Messrs. Emery, Martinez, Calder and Schroeder and Ms. Schaefer. The employment agreements provide for Mr. Emery to serve as our Chief Executive Officer, Mr. Martinez to serve as our Executive Vice President of Development, Mr. Calder to serve as our Chief Financial Officer, Mr. Schroeder to serve as our General Counsel and

Corporate Secretary, and Ms. Schaefer to serve as our Chief Brand Officer. In March 2005, Ms. Schaefer was promoted to the position of Chief Operating Officer.

      Each employment agreement has a term of three years and provides for automatic one-year extensions thereafter, unless either party provides at least 120 days notice of non-renewal.

      The employment agreements provide for:

      The employment agreements provide that, if an executive’s employment is terminated by us without “cause” or by the executive for “good reason” (each as defined in the applicable employment agreement), including non-renewal of the employment agreement by us upon the end of its term, the executive will be entitled to the following severance payments and benefits, subject to his or her execution and non-revocation of a general release of claims:

      Under the employment agreements, we have agreed to make an additional tax gross-up payment to the executive if any amounts paid or payable to the executive would be subject to the excise tax imposed on certain so-called “excess parachute payments” under Section 4999 of the Code. However, if a reduction in the payments and benefits of $25,000 or less would render the excise tax inapplicable, then the payments and benefits will be reduced by such amount, and we will not be required to make the gross-up payment.

      Each employment agreement provides that, if the executive’s employment is terminated by us without cause or by the executive for good reason within 180 days prior to, or eighteen months following, a change in control, then the executive will receive the above benefits and payments as though the executive’s employment was terminated without cause or for good reason. However, the lump-sum cash severance payment will be equal to three times (in the case of Mr. Emery) or two times (in the case of each of Messrs. Martinez, Calder and Schroeder and Ms. Schaefer) the sum of the executive’s then-current annual base salary and the most recent annual bonus paid to the executive.

      Each employment agreement also provides that the executive or his or her estate will be entitled to certain severance benefits in the event of his or her death or disability.

      The employment agreements also contain non-compete and standard confidentiality and non-solicitation provisions that apply during the term of the employment agreements and for a one-year period thereafter.

Noncompetition Agreements

      We have entered into noncompetition agreements with each of Messrs. Neviaser and Vaccaro, each of whom is a member of our board of directors. The noncompetition agreements provide that each of

Messrs. Neviaser and Vaccaro will not, during their terms as directors of the company or officers of the company, as applicable, or for the one-year period following their removal from the board of directors or such office or in the event Messrs. Neviaser or Vaccaro are not re-elected to the board of directors, compete with us. These agreements also contain standard confidentiality and non-solicitation provisions. In exchange for these agreements, we have agreed to accelerate the vesting of these individuals’ stock options if the individual is removed from or is not re-elected to our board of directors or is removed from his respective office and to pay Mr. Neviaser an annual fee of $150,000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION ON

COMPENSATION DECISIONS

      During fiscal 2004, Messrs. Churchey and Silver and Ms. Nolan comprised the Compensation Committee. No member of the Compensation Committee was at any time during fiscal 2004 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure as a related-party transaction in the section “Certain Relationships and Related Transactions.” In addition, no executive officer of the Company has served on the board of directors or compensation committee of another entity that has or has had one or more executive officers who served as a member of the Board of Directors or the Compensation Committee during fiscal 2004.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

      Prior to the completion of our IPO on December 20, 2004, our Board of Directors was composed of Messrs. Neviaser, Emery, Stark and Vaccaro. Their objective was to attract, retain and motivate highly qualified executive officers who would serve as our initial executive management team and contribute to growth in stockholder value over time. To accomplish this objective, the Board of Directors entered into employment agreements, which are discussed above under the heading “Employment Agreements,” intended to provide strong financial incentives to the company’s executive officers, at a reasonable cost to the company and its stockholders. The Compensation Committee assumed responsibility for executive officer compensation matters following the completion of our IPO.

      The Compensation Committee is responsible for:

      From time to time, the Compensation Committee may retain compensation and other management consultants to assist with, among other things, structuring our various compensation programs and determining appropriate levels of salary, bonus and other awards payable to our executive officers, as well as to guide us in the development of near-term individual performance objectives necessary to achieve long-term profitability.

      Our committee’s policy is to devise and implement compensation for our officers and employees commensurate with their position and determined with reference to compensation paid to similarly situated employees and officers of companies that the Compensation Committee deems to be comparable to our company. Each member of the Compensation Committee is independent as defined in the committee charter, as determined by the Board of Directors.

Components of Executive Compensation

      Our committee’s executive compensation methodology consists of three components: (1) base salary, (2) annual incentive and (3) long-term incentive compensation. These components provide elements of fixed income and variable compensation that is linked to the achievement of individual and corporate goals and the enhancement of value to our company’s shareholders.

      Base Salary. Base salary represents the fixed component of our executive compensation system. Executives receive salaries that are within a range established by the Compensation Committee for their respective positions based on the comparative analysis described above. Where each executive’s salary falls within the salary range is based on a determination of the level of experience that the executive brings to the position and how successful the executive has been in achieving set goals. Salary adjustments are based on a similar evaluation and a comparison of adjustments made by competitors and any necessary inflationary adjustments.

      Annual Incentives. Annual incentives exist in the form of bonuses available to each executive officer as a means of linking compensation to objective performance criteria that are within the control of the executive officer. At the beginning of each year, the Compensation Committee establishes a target bonus for each executive and identifies performance measures for each executive to meet in order to receive the full bonus. The actual amount of incentive bonus received by our Chief Executive Officer for fiscal year 2005 will be determined by the Compensation Committee after the end of the year. The actual amount of incentive bonus received by our other executive officers will be determined by our Chief Executive Officer. Incentive bonuses are paid in cash.

      Long-Term Incentives. The third component of executive compensation is targeted toward providing rewards for long-term performance. The Compensation Committee believes that long-term incentives are important to motivate and reward our executives and employees for maximizing shareholder value. Long-term incentives are provided primarily by grants of stock options and stock under our 2004 Stock Incentive Plan, which is administered by the Compensation Committee. The purpose of our 2004 Stock Incentive Plan is to assist our company in recruiting and retaining key employees, by enabling such persons to participate in the future success of our company and to associate their interests with those of our company and our shareholders. Stock options granted as long-term incentives for executive performance in fiscal year 2004 were 350,000, 150,000, 100,000, 100,000 and 75,000 for Messrs. Emery and Martinez, Ms. Schaefer, and Messrs. Calder and Schroeder, respectively. All of these options were granted at an exercise price of $17.00 per share.

      Deferred Compensation: We maintain a deferred compensation plan for certain executives by depositing amounts into a trust for the benefit of the participating employees. Amounts in the trust earn investment income, which serves to increase the corresponding deferred compensation obligation. Investments, which are recorded at market value, are directed by the participants, and consist of our common stock and mutual funds.

      Pursuant to their employment arrangements in place prior to the IPO, Messrs. Emery and Calder received $2,000,000 and $200,000, respectively, in the form of lump sum cash payments upon consummation of the IPO. These cash payments have been deferred pursuant to our deferred compensation plan. Pursuant to elections by these members of management to have these bonus payments track the performance of our common stock, we contributed 129,412 shares of common stock (based on the IPO price) to a trust that holds assets to pay obligations under our deferred compensation plan. These deferred bonuses will be deemed to be investments in shares of our common stock. As a result, the amount of cash ultimately paid from the deferred bonus payments will appreciate or depreciate as the price of our common stock increases or decreases.

CEO Compensation

      In devising an appropriate compensation package for John Emery, our CEO, the Compensation Committee is guided by our company’s performance, competitive practices, and the Compensation Committee’s policy, discussed above, of determining compensation with reference to the compensation paid to similarly situated executives of comparable companies. Appropriate adjustments in the compensation of our CEO are considered at the same time that we consider similar adjustments for our other executive officers.

      Mr. Emery’s compensation package for 2004 was based on the terms of the employment agreement entered into in connection with the IPO. In creating Mr. Emery’s total cash compensation package for our 2005 fiscal year, the Compensation Committee will be guided by a review of publicly available information as to the compensation of the CEOs of other similarly sized hospitality and family entertainment companies. Based upon such considerations, the Compensation Committee adopted and approved $400,000 as the appropriate base salary to be paid to Mr. Emery during our 2005 fiscal year. The Compensation Committee

intends to apply the bonus award procedure discussed above under “Components of Executive Compensation” to Mr. Emery and our other executive officers during our 2005 fiscal year.

Tax Deductibility of Compensation

      Section 162(m) of the Internal Revenue Code generally limits the deductibility on our tax return of compensation over $1 million to any of our officers unless the compensation is paid pursuant to a plan that is performance-related, non-discriminatory and has been approved by our stockholders. The compensation committee’s policy with respect to Section 162(m) is to make every reasonable effort to ensure that compensation is deductible to the extent permitted. The compensation committee has the authority to award compensation in excess of the $1 million limit, regardless of whether that compensation will be deductible, if the compensation committee determines in good faith that the compensation is appropriate to incentivize and compensate the recipient.

Submitted by:

PERFORMANCE GRAPH

      We began trading as a public company on December 15, 2004. Due to the short period of time between that date and December 31, 2004, we do not feel that a performance graph showing the percentage change in our cumulative total shareholder return is meaningful. Accordingly, we have not included such a performance graph in this proxy.

REPORT OF THE AUDIT COMMITTEE

      The Audit Committee’s primary function is to assist the Board of Directors in fulfilling certain of the Board’s oversight responsibilities to our shareholders by reviewing the financial reports and other financial information provided by our company to any governmental body (including the SEC) or the public; our company’s internal control systems regarding finance, accounting, legal compliance and ethics that management and the Board have established; and our company’s auditing, accounting and financial reporting processes in general. The Audit Committee is entirely composed of directors who meet the SEC’s and Nasdaq’s independence and experience requirements for audit committee membership.

      We have met with our independent auditors and management to discuss the respective duties and responsibilities set forth under our Audit Committee’s charter.

      Management is primarily responsible for the financial statements and the reporting process, including our company’s internal controls system. The company’s independent auditors are responsible for performing an independent audit of our financial statements in conformity with generally accepted accounting principles and are ultimately accountable to our committee and to the Board.

      The Audit Committee has reviewed the audited financial statements in our company’s Annual Report on Form 10-K for 2004 with management, including discussion of the quality of the accounting principles, the reasonableness of significant judgments, and the clarity of financial statement disclosures, and we have reviewed and discussed these financial statements with the independent auditors.

      We have also reviewed with the independent auditors their judgments as to the quality of our company’s accounting principles and such other matters as are required to be discussed with our committee under generally accepted auditing standards. In addition, our committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). Our committee has also received the written disclosures and the letter from our independent auditors required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and we have discussed with the independent auditors all significant relationships they have with our company to ensure their independence from our company.

      We relied on the reviews and discussions referred to above. Based on this reliance, we have recommended to the Board, and the Board has approved, that the audited financial statements be included in our company’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the SEC.

March 30, 2005

      The foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

      Deloitte & Touche LLP has served as independent public accountants and auditors for our company and our subsidiaries for our fiscal year ended December 31, 2004 and will continue to serve as our auditors for our fiscal year ending December 31, 2005, unless this is changed by action of our Audit Committee.

      We expect that a Deloitte & Touche representative will be present at our annual meeting to make a statement, if so desired, and available to respond to appropriate questions.

      Fees. During our 2004 fiscal year, Deloitte & Touche billed the following amounts to Great Wolf Resorts in connection with its performance of the following services for our company:

      Our Board’s Audit Committee has determined that the provision of non-audit services performed by Deloitte & Touche during our 2004 fiscal year is compatible with maintaining Deloitte & Touche’s independence from Great Wolf Resorts as our independent public accountants.

      The Audit Committee has adopted procedures for pre-approving all audit and non-audit services provided by the independent auditors. Unless a type of service to be provided by the independent auditors has received general pre-approval, it will require specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels also will require specific pre-approval by the Audit Committee.

      The Audit Committee’s pre-approval procedures include reviewing a budget for audit and permitted non-audit services. The budget includes a description of, and a budgeted amount for, particular categories of audit and non-audit services that are recurring in nature and therefore anticipated at the time the budget is submitted. For pre-approval, the Audit Committee considers whether these services are consistent with the SEC’s rules on auditor independence. The Audit Committee may delegate pre-approval authority to the chairman of the Audit Committee.

      The Audit Committee has designated the Chief Financial Officer to monitor the performance of the services provided by the independent auditors and to determine whether these services are in compliance with the pre-approval policy.

OTHER MATTERS

      Our Board currently does not intend to bring before our annual meeting any matter other than the election of directors, as specified in the notice to shareholders, and our Board has no knowledge of any other matters to be brought before our annual meeting. If any other matters requiring a vote of our shareholders are properly brought before our annual meeting, the enclosed proxies will be voted on such matters in accordance with the judgment of the persons named as proxies in those proxies, or their substitutes, present and acting at the meeting.

      We will provide to each record holder or beneficial owner of our common stock entitled to vote at our annual meeting, on written request to J. Michael Schroeder, our General Counsel and Corporate Secretary, at 122 West Washington Avenue, Madison, Wisconsin 53703, telephone (608) 661-4700, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, including the financial statements and financial statement schedules filed with the SEC.

      Copies of our Securities Exchange Act reports and filings are available by hyperlink on our Internet website, at www.greatwolfresorts.com. Paper copies of such reports and filings are also available, free of charge, upon request to our Secretary to our address provided in the preceding paragraph.

April 1, 2004

APPENDIX A

GREAT WOLF RESORTS, INC.

AUDIT COMMITTEE CHARTER

II.  Purposes of the Audit Committee: The purposes of the Audit Committee are to:

      1. with respect to the independent auditor,

PROXY

GREAT WOLF RESORTS, INC.
122 WEST WASHINGTON AVENUE, MADISON, WISCONSIN 53703
ANNUAL MEETING OF SHAREHOLDERS — MAY 19, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

     The undersigned hereby appoints John Emery and J. Michael Schroeder, or either of them, with full power of substitution in each, proxies (and if the undersigned is a proxy, substitute proxies) to vote all Common Stock of the undersigned in Great Wolf Resorts, Inc. at the Annual Meeting of Shareholders to be held at the Blue Harbor Resort & Conference Center, 725 Blue Harbor Drive, Sheboygan, Wisconsin, on Thursday, May 19, 2005 at 10:00 a.m. Central Time, and at any adjournments thereof, as specified below:

1.	ELECTION OF DIRECTORS (“PROPOSAL ONE”)

o TERMS EXPIRING 2006 — FOR EACH OF THE EIGHT NOMINEES LISTED BELOW

(INSTRUCTION: To withhold authority to vote for any individual nominee, strike a line through the nominee’s name on the list below.)

Bruce D. Neviaser            John Emery            Elan Blutinger            Randy Churchey
Michael M. Knetter            Alissa N. Nolan            Howard Silver            Marc B. Vaccaro

o WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE

2.	In their discretion, the proxies (and if the undersigned is a proxy, any substitute proxies) are authorized to vote upon such other business as may properly come before the meeting.

[Please sign and date on reverse side of this proxy.]

     This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR Proposal One.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.

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